Common use of Absence of Certain Business Practices Clause in Contracts

Absence of Certain Business Practices. Neither the Seller, nor any Affiliate of the Seller, nor to the knowledge of the Seller, any agent or employee of the Seller, any other Person acting on behalf of or associated with the Seller, or any individual related to any of the foregoing Persons, acting alone or together, has: (a) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from any customer, supplier, trading company, shipping company, governmental employee or other Person with whom the Seller has done business directly or indirectly; or (b) directly or indirectly, given or agreed to give any gift or similar benefit to any customer, supplier, trading company, shipping company, governmental employee or other Person who is or may be in a position to help or hinder the business of the Seller (or assist the Seller in connection with any actual or proposed transaction) which (i) may subject the Seller to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, may have had an adverse effect on the Seller or (iii) if not continued in the future, may adversely affect the assets, business, operations or prospects of the Seller or subject the Seller to suit or penalty in any private or governmental litigation or proceeding.

Appears in 27 contracts

Samples: Convertible Note and Warrant Purchase Agreement (LOCAL Corp), Convertible Note and Warrant Purchase Agreement (Netsol Technologies Inc), Note and Warrant Purchase Agreement (Genoil Inc)

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Absence of Certain Business Practices. Neither Except as set forth in Section 3.25 of the SellerDisclosure Schedule, nor any Seller Parties have not, and no Affiliate of the SellerSeller or either Shareholders, nor and to the knowledge Knowledge of the SellerSeller Parties, any agent or employee of the Seller, any no other Person acting on behalf of or associated with the either Shareholder or Seller, or any individual related to any of the foregoing Persons, acting alone or together, has: has (a) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from any customer, supplier, trading company, shipping company, governmental supplier or employee or other Person agent of any customer or supplier in connection with whom the Seller has done business directly or indirectlySeller’s Business; or (b) directly or indirectly, indirectly given or agreed to give any money, gift or similar benefit to any customer, supplier or employee or agent of any customer or supplier, trading companyany official or employee of any government (domestic or foreign), shipping companyor any political party or candidate for office (domestic or foreign), governmental employee or other Person who was, is or may be in a position to help or hinder the business of the Seller (or assist the Seller in connection with any actual or proposed transaction) ), in each case which (i) may subject the Seller to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, may have had an adverse effect on the Seller assets, Business, or operations of Seller, or (iii) if not continued in the future, may adversely affect the assets, business, or operations or prospects of the Seller or subject the Seller to suit or penalty in any private or governmental litigation or proceedingSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Magicjack Vocaltec LTD)

Absence of Certain Business Practices. Neither the Seller, nor any Affiliate of the Seller, nor nor, to the knowledge of the Seller, any agent or employee of the Seller, any other Person acting on behalf of or associated with the Seller, or any individual related to any of the foregoing Persons, acting alone or together, has: (a) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from any customer, supplier, trading company, shipping company, governmental employee or other Person with whom the Seller has done business directly or indirectly; or (b) directly or indirectly, given or agreed to give any gift or similar benefit to any customer, supplier, trading company, shipping company, governmental employee or other Person who is or may be in a position to help or hinder the business of the Seller (or assist the Seller in connection with any actual or proposed transaction) which (i) may subject the Seller to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, may have had an adverse effect on the Seller or (iii) if not continued in the future, may adversely affect the assets, business, operations or prospects of the Seller or subject the Seller to suit or penalty in any private or governmental litigation or proceeding.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Familymeds Group, Inc.)

Absence of Certain Business Practices. Neither the SellerCompany or any Subsidiary, nor any Affiliate of the Sellernor, nor to the knowledge of the SellerCompany, any Affiliate of the Company, any agent or employee of the SellerCompany, any other Person acting on behalf of or associated with the SellerCompany, or any individual related to any of the foregoing Persons, acting alone or together, has: (a) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from any customer, supplier, trading company, shipping company, governmental employee or other Person with whom the Seller Company has done business directly or indirectly; or (b) directly or indirectly, given or agreed to give any gift or similar benefit to any customer, supplier, trading company, shipping company, governmental employee or other Person who is or may be in a position to help or hinder the business of the Seller Company (or assist the Seller Company in connection with any actual or proposed transaction) which (i) may subject the Seller Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, may have had an adverse effect on the Seller Company or (iii) if not continued in the future, may adversely affect the assets, business, operations or prospects of the Seller Company or subject the Seller Company to suit or penalty in any private or governmental litigation or proceeding.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (GlobalOptions Group, Inc.)

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Absence of Certain Business Practices. Neither the Seller, nor any Affiliate of the Sellerits Subsidiaries, nor to the knowledge of the Seller, any Affiliate of the Seller (other than a Subsidiary), any agent or employee of the Seller, any other Person acting on behalf of or associated with the Seller, or any individual related to any of the foregoing Persons, acting alone or together, has: (a) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from any customer, supplier, trading company, shipping company, governmental employee or other Person with whom the Seller has done business directly or indirectly; or (b) directly or indirectly, given or agreed to give any gift or similar benefit to any customer, supplier, trading company, shipping company, governmental employee or other Person who is or may be in a position to help or hinder the business of the Seller (or assist the Seller in connection with any actual or proposed transaction) which (i) may subject the Seller to any material damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, may have had an a material adverse effect on the Seller or (iii) if not continued in the future, may materially and adversely affect the assets, business, operations or prospects of the Seller or subject the Seller to suit or penalty in any private or governmental litigation or proceeding.

Appears in 1 contract

Samples: Preferred Stock and Warrant Purchase Agreement (Boston Life Sciences Inc /De)

Absence of Certain Business Practices. Neither the ------------ ------------------------------------- Seller, nor any Affiliate of the Seller, nor to the knowledge affiliate of the Seller, any agent or employee of the Seller, any other Person person acting on behalf of or associated with the Seller, or any individual related to any of the foregoing Personspersons, acting alone or together, has: (a) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from any customer, supplier, trading company, shipping company, governmental employee or other Person person with whom the Seller has done business directly or indirectly; or (b) directly or indirectly, given or agreed to give any gift or similar benefit to any customer, supplier, trading company, shipping company, governmental employee or other Person person who is or may be in a position to help or hinder the business of the Seller (or assist the Seller in connection with any actual or proposed transaction) which (i) may subject the Seller to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, may have had an adverse effect on the Seller or (iii) if not continued in the future, may adversely affect the assets, business, operations or prospects of the Seller or subject the Seller to suit or penalty in any private or governmental litigation or proceeding.

Appears in 1 contract

Samples: Stock Purchase Agreement (Clinicor Inc)

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