16Certain Payments Sample Clauses
16Certain Payments. Neither the Company, or, to the Knowledge of the Company, any manager, officer, employee, agent or other Person associated with or acting for or on behalf of the Company, has at any time, directly or indirectly:
(a) used any corporate funds (i) to make any unlawful political contribution or gift or for any other unlawful purpose relating to any political activity, (ii) to make any unlawful payment to any governmental official or employee or (iii) to establish or maintain any unlawful or unrecorded fund or account of any nature;
(b) made any false or fictitious entry, or intentionally failed to make any material entry that should have been made, in any of the books of account or other records of the Company;
(c) made any payoff, influence payment, bribe, rebate, kickback or unlawful payment to any Person;
(d) performed any material favor or given any material gift which was not deductible for federal income tax purposes, unless such favor or gift is reflected as an expense in the financial statements of the Company to the extent required;
(e) made any payment (whether or not lawful) to any Person, or provided (whether lawfully or unlawfully) any favor or anything of value (whether in the form of property or services, or in any other form) to any Person, for the purpose of obtaining or paying for (i) favorable treatment in securing business or (ii) any other special concession (but not including business gifts of non-material nature or business entertainment); or
(f) agreed, committed, offered or attempted to take any of the actions described in clauses (a) through (e) above.
16Certain Payments. (a) Parent hereby acknowledges that the Company may establish a special payroll cycle in order to cause the Company to pay the Closing Management Bonus Payments on the date on which the Effective Time occurs.
(b) Parent shall pay or shall cause the Company to pay the payments under each Company Employee Plan set forth on Section 4.16(b) (as amended as permitted by the terms of this Agreement), promptly upon each such payment becoming payable under the terms of the applicable Company Employee Plan or upon any earlier date(s) set forth on the Company Disclosure Letter.