Absence of Certain Business Practices. None of the Sellers, any Related Party, any Affiliate of the Sellers or of any Related Party, any agent of the Company, or any other Person acting on behalf of or associated with the Company, 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, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign) or other Person; or (b) directly or indirectly, given or agreed to give any money, gift or similar benefit to any customer, supplier, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign) or other Person who was, is or may be in a position to help or hinder the business of the Company (or assist the Company in connection with any actual or proposed transaction) which (i) may subject the Company 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 a material adverse effect on the assets, business, operations or prospects of the Company or (iii) if not continued in the future, may materially adversely affect the assets, business, operations or prospects of the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Hboa Com Inc), Stock Purchase Agreement (Mizar Energy Co)
Absence of Certain Business Practices. None of Neither the SellersCompany, Seller nor any Related Party, any other Affiliate of the Sellers or of any Related Party, any agent of the Company, or any other Person person acting on behalf of or associated with the Company, 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, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign) or other Personperson; or (b) directly or indirectly, given or agreed to give any money, gift or similar benefit to any customer, supplier, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign) ), or other Person person who was, is or may be in a position to help or hinder the business of the Company (or assist the Company in connection with any actual or proposed transaction) which (i) may subject the Company 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 a material an adverse effect on the assets, business, operations or prospects of the Company Company, or (iii) if not continued in the future, may materially adversely affect the assets, business, operations or prospects of the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Envision Development Corp /Fl/), Stock Purchase Agreement (E Com Ventures Inc)
Absence of Certain Business Practices. None Except as set forth in Section 3.23 of the SellersDisclosure Schedule, any Related Partythe Company and Halcyon have not, any and no Affiliate of the Sellers or of any Related Party, any agent of the CompanyCompany or Halcyon, or any and no other Person acting on behalf of or associated with Halcyon or the Company, 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, supplier or employee or agent of any customer or supplier, official or employee supplier of any government (domestic or foreign) or other Personthe Company; or (b) directly or indirectly, indirectly given or agreed to give any money, gift or similar benefit to any customer, supplier, supplier or employee or agent of any customer or suppliersupplier of the Company, any official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign) ), or other Person who was, is or may be in a position to help or hinder the business of the Company (or assist the Company in connection with any actual or proposed transaction) ), in each case which (i) may subject the Company 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 a material an adverse effect on the assets, businessBusiness, or operations or prospects of the Company Company, or (iii) if not continued in the future, may materially adversely affect the assets, business, or operations or prospects of the Company.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Kakarala Kartik), Asset Purchase Agreement (Smart Server, Inc)
Absence of Certain Business Practices. None of the Sellers, any Related Party, any Affiliate of the Sellers or of any Related Party, any agent of the Company, or any other Person acting on behalf of or associated with the Company, 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, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign) or other Person; or (b) directly or indirectly, given or agreed to give any money, gift or similar benefit to any customer, supplier, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign) or other Person who was, is or may be in a position to help or hinder the business of the Company (or assist the Company in connection with any actual or proposed transaction) which (i) may subject the Company 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 a material an adverse effect on the assets, business, operations or prospects of the Company or (iii) if not continued in the future, may materially adversely affect the assets, business, operations or prospects of the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Heico Corp), Stock Purchase Agreement (Heico Corp)
Absence of Certain Business Practices. None of Neither the SellersCompany, the Shareholder nor any Related Party, any other Affiliate of the Sellers or of any Related Party, any agent of the Company, or any other Person person acting on behalf of or associated with the Company, 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, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign) or other Personperson; or (b) directly or indirectly, given or agreed to give any money, gift or similar benefit to any customer, supplier, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign) ), or other Person person who was, is or may be in a position to help or hinder the business of the Company (or assist the Company in connection with any actual or proposed transaction) which (i) may subject the Company 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 a material an adverse effect on the assets, business, operations or prospects of the Company Company, or (iii) if not continued in the future, may materially adversely affect the assets, business, operations or prospects of the Company.
Appears in 1 contract
Samples: Asset Purchase Agreement (Empire Financial Holding Co)
Absence of Certain Business Practices. None Neither of the SellersShareholders, the Company nor any Related Party, any other Affiliate of the Sellers or of any Related Party, any agent of the Company, or any other Person person acting on behalf of or associated with the Company, 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, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign,) or any political party or candidate for office (domestic or foreign) or other Personperson; or (b) directly or indirectly, given or agreed to give any money, gift or similar benefit to any customer, supplier, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign) or other Person person who was, is or may be in a position to help or hinder the business of the Company (or assist the Company in connection with any actual or proposed transaction) which (i) may subject the Company 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 a material an adverse effect on the assets, business, operations or prospects of the Company Company, or (iii) if not continued in the future, may materially adversely affect the assets, business, operations or prospects of the Company.
Appears in 1 contract
Absence of Certain Business Practices. None of Neither the SellersSeller nor, to the Seller's knowledge, any Related Party, any Affiliate or Associate of the Sellers Seller or of any Related Party, any agent of the Company, or any other Person acting on behalf of or associated with the Company, 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, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign) or other Person; or (b) directly or indirectly, given or agreed to give any money, gift or similar benefit to any customer, supplier, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign) or other Person who was, is or may be in a position to help or hinder the business of the Company (or assist the Company in connection with any actual or proposed transaction) which (i) may subject the Company 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 a material adverse effect on the assetsMaterial Adverse Effect, business, operations or prospects of the Company or (iii) if not continued in the future, may materially adversely affect the assets, business, operations or prospects of the Companyhave a Material Adverse Effect.
Appears in 1 contract
Absence of Certain Business Practices. None of Neither the SellersCompany, any Related Party, Seller nor any other Affiliate of the Sellers or of any Related Party, any agent of the Company, or any other Person person acting on behalf of or associated with the Company, 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, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign) or other Personperson; or (b) directly or indirectly, given or agreed to give any money, money or gift or similar benefit to any customer, supplier, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign) ), or other Person person who was, is or may be in a position to help or hinder the business Business of the Company (or assist the Company in connection with any actual or proposed transaction) which (i) may subject the Company to any material damage or penalty in any civil, criminal or governmental litigation or proceedingProceeding, (ii) if not given in the past, may have had a material an adverse effect on the assets, business, operations or prospects of the Company Company, or (iii) if not continued in the future, may materially adversely affect the assets, business, operations or prospects of the Company.
Appears in 1 contract
Absence of Certain Business Practices. None of Neither the SellersCompany, any Related Party, Seller nor any other Affiliate of the Sellers or of any Related Party, any agent of the Company, or any other Person person acting on behalf of or associated with the Company, 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, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign) or other Personperson; or (b) directly or indirectly, given or agreed to give any money, money or gift or similar benefit to any customer, supplier, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign) ), or other Person person who was, is or may be in a position to help or hinder the business of the Company (or assist the Company in connection with any actual or proposed transaction) which (i) may subject the Company 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 a material an adverse effect on the assets, business, operations or prospects of the Company Company, or (iii) if not continued in the future, may materially adversely affect the assets, business, operations or prospects of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ifth Acquisition Corp)
Absence of Certain Business Practices. None of Neither the SellersIndemnifying Shareholders, nor any Related Party, any Affiliate of the Sellers or Indemnifying Shareholders nor of any Related Party, any agent of the Company, or any other Person acting on behalf of or associated with the Company, acting alone or together, has: (ai) 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, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign) or other Person; or (bii) directly or indirectly, given or agreed to give any money, gift or similar benefit to any customer, supplier, employee or agent of any customer or supplier, official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign) or other Person who was, is or may be in a position to help or hinder the business of the Company (or assist the Company in connection with any actual or proposed transaction) which (iA) may subject the Company to any material damage or penalty in any civil, criminal or governmental litigation or proceeding, (iiB) if not given in the past, may have had a material an adverse effect on the assets, business, operations or prospects of the Company or (iiiC) if not continued in the future, may materially adversely affect the assets, business, operations or prospects of the Company.
Appears in 1 contract