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Subsequent Event
9 Months Ended
Sep. 30, 2015
Subsequent Events [Abstract]  
Subsequent event

Note 16 Subsequent Event

On October 20, 2015, the Company entered into a definitive agreement to acquire Secure Communication Systems, Inc. and its subsidiaries (Secure Technology) (the Transaction). Under the terms and conditions of the Purchase Agreement among the Company, SCS Secure Holdings LLC, a Delaware limited liability company (SCS), and MCSC LLC (the Seller), the Company agreed to purchase all of the outstanding membership interests of SCS from the Seller. Upon closing the Transaction, SCS will become a wholly owned subsidiary of the Company. Secure Technology, headquartered in Santa Ana, California, is a leading provider of customized high performance electronics, sub-systems, and component solutions for mission critical applications in highly regulated industrial, aerospace and defense markets.

The Company will pay a cash purchase price of approximately $230 million to acquire Secure Technology on a debt-free, cash-free basis subject to a working capital adjustment. The Transaction will be funded with the Company’s bank credit facility and is expected to close in the fourth quarter of 2015, subject to customary closing conditions, including regulatory approvals. The Purchase Agreement includes typical representations, warranties, termination rights and covenants by the parties.

Subject to certain exceptions and limitations, the Company and the Seller have agreed to indemnify each other for breaches of representations, warranties, covenants and other specified matters contained in the Purchase Agreement. Approximately $10 million of the cash consideration otherwise payable to the Seller at the closing will be held in an escrow account for a period of up to 12 months to satisfy Seller’s indemnification obligations. In addition, the Company has obtained representation and warranty insurance, which provides $30 million of coverage for losses related to breaches of the representations and warranties of Secure Technology or the Seller contained in the Purchase Agreement, subject to deductibles and certain other terms and conditions.