John M

What you say makes complete sense. The key is that all (or substantially all) of the assets are being transferred. So, keeping one contract which is remains open due to a claim, but where no work is required, does not prevent novation of other executory contracts. Thank you very much for your thoughts.

Company A is selling all of its assets to Company B. Novation agreements will be obtained for Government contracts. However, Company A wants to keep a CDA Claim on a contract where performance is completed but still open pending resolution of claims. Can Company A keep this one contract & litigate CDA Claim in its name, and still be eligible to novate all other contracts?

I now see that this topic was covered under "Contractor Responsibility" topic a few years back. A lot of differing opinions.

Hypothetical. FAR 9.1 governs a Contracting Officer's non-responsibility determination, which is to be made at the time of contract award. Can a Contracting Officer declare a Contractor non-responsible at the time of issuing a Task Order under a IDIQ contract? It seems to me that this is improper since the non-responsibility determination is being done after contract award.

Thanks. The provisions you cite do not apply to fixed-price contracts based on adequate price competition, which makes sense. And even so, the Contracting Officer can include the clause in such contracts if he/she thinks appropriate. So, the Gov't has a tool to prevent excessive subcontracting to avoid unreasonable pass through fees.

I see. Thank you both for the helpful responses.

Are there any limits on subcontracting for full & open competitive procurements? All the limitations I have read apply only to set-asides or sole source procurements. Seems to me that there has to be some limit. Using an extreme hypothetical to illustrate the point, a prime contractor should not be allowed to subcontract out 99% of the work.