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 (including, but not limited to, its Subsidiaries), nor 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 on behalf of the Seller 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 or its Subsidiaries 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 its Subsidiaries (or assist the Seller or its Subsidiaries in connection with any actual or proposed transaction) which (i) may subject the Seller or its Subsidiaries 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 its Subsidiaries or (iii) if not continued in the future, may adversely affect the assets, business, operations or prospects of the Seller or its Subsidiaries or subject the Seller or its Subsidiaries to suit or penalty in any private or governmental litigation or proceeding.

Absence of Certain Business Practices. Neither the SellerCompany, nor to the knowledge of the Company, nor any Affiliate of the Seller Principal Stockholders, current directors or officers of the Company (includingindividually, but not limited toan "Additional Party" and collectively, its Subsidiariesthe "Additional Parties"), agents of the Company nor any agent or employee of the SellerAdditional Party, nor any other Person acting on behalf of or associated with the Seller, or any individual related to any of the foregoing PersonsCompany, acting on behalf of the Seller 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 agent of any customer or supplier, official or employee of any government (domestic or foreign) or other Person with whom the Seller or its Subsidiaries has done business directly or indirectlyPerson; or (b) directly or indirectly, given or agreed to give any money, gift or similar benefit to any customer, supplier, trading companyemployee or agent of any customer or supplier, shipping companyofficial or employee of any government (domestic or foreign), governmental employee 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 Seller or its Subsidiaries Company (or assist the Seller or its Subsidiaries Company in connection with any actual or proposed transaction) which which: (i) may subject the Seller or its Subsidiaries Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, proceeding in any jurisdiction; (ii) if not received or given in the past, may have had an adverse effect on the Seller or its Subsidiaries or a Material Adverse Effect in years 1997, 1998 and/or 1999; (iii) if not continued in the future, may adversely affect the assets, business, operations or prospects of the Seller or its Subsidiaries have a Material Adverse Effect or subject the Seller or its Subsidiaries Company to suit or penalty in any private or governmental litigation or proceedingproceeding which could reasonably be expected to have a Material Adverse Effect. The Company's existing accounting controls and procedures are sufficient to cause it to comply with the Foreign Corrupt Practices Act of 1977, as amended, of the United States.

Absence of Certain Business Practices. Neither the Seller, nor any Affiliate None of the Seller (includingSellers, but not limited to, its Subsidiaries), nor any agent person or employee entity related to or affiliated with any of the SellerSellers, any officer, employee or agent of the ADCM Companies or any of the Sellers, any other Person person or entity acting on behalf of or associated with the Seller, ADCM Companies or any individual related to any of the foregoing PersonsSellers, nor any other entity directly or indirectly owned or controlled by any of the Sellers or the ADCM Companies, acting on behalf of the Seller alone or together, has: has (a) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefitsbenefit, regardless of their its nature or type, from any customer, supplier, trading company, shipping company, governmental employee or other Person entity or individual with whom any of the Seller or its Subsidiaries ADCM Companies 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 or entity who is or may be in a position to help or hinder the business of any of the Seller or its Subsidiaries ADCM Companies (or assist any of the Seller or its Subsidiaries ADCM Companies in connection with any actual or proposed transaction) which (i) may might subject any of the Seller or its Subsidiaries ADCM Companies to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, may might have had an adverse effect on the Seller assets, business or its Subsidiaries operations of any of the ADCM Companies as reflected in the Combined Financial Statements; or (iii) ), if not continued in the future, may adversely affect would have an adverse effect on the assets, business, operations or prospects of any of the Seller ADCM Companies or its Subsidiaries or which would subject any of the Seller or its Subsidiaries ADCM Companies to suit or penalty in any private or governmental litigation or proceeding.

Absence of Certain Business Practices. Neither (a) None of Seller or the SellerRelated Parties or, nor any Affiliate to the Knowledge of the Seller (including, but not limited to, its Subsidiaries), nor any agent or employee of the Seller, any other Person acting on behalf of Seller or associated with the Seller, Acquired Business or any individual related to any of the foregoing Persons, acting on behalf of the Seller alone or together, hashas with respect to the business or activities of Seller or the Acquired Business: (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 or its Subsidiaries 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 its Subsidiaries (or assist the Seller or its Subsidiaries in connection with any actual or proposed transaction) which (i) may subject the Seller or its Subsidiaries 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 its Subsidiaries the Acquired Business or (iii) if not continued in the future, may materially adversely affect the assets, business, operations Acquired Business or prospects of the subject Seller or its Subsidiaries or subject the Seller or its Subsidiaries Acquired Business to suit or penalty in any private or governmental litigation or proceeding. The Seller has conducted its business in a manner that complies with the U.S. Foreign Corrupt Practices Act. (b) Seller has not operated any business other than the Acquired Business.

Absence of Certain Business Practices. Neither the SellerTo Envirosystems' Knowledge, nor any Affiliate no employee or agent of the Seller (includingEnvirosystems, but not limited to, its Subsidiaries), nor any agent and no officer or employee director of the Seller, any Envirosystems and no other Person acting on behalf at the direction of or associated with the Seller, or any individual related to any of the foregoing Personsor associated or Affiliated with Envirosystems, and no other Person for whom Envirosystems may be responsible, acting on behalf of the Seller alone or together, has: 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, trading company, shipping company, governmental employee or other Person with whom the Seller or its Subsidiaries Envirosystems has done business directly or indirectly; , or (bii) 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 its Subsidiaries Envirosystems (or assist the Seller or its Subsidiaries Envirosystems in connection with any actual or proposed transaction) ), in either event which (ia) may subject the Seller or its Subsidiaries Envirosystems to any damage or penalty in any civil, criminal or governmental litigation or proceeding, or (iib) if not given in the pastgiven, may have had an adverse effect on the Seller or its Subsidiaries or (iii) if not continued in the futureresults of operations, may adversely affect the assets, business, operations or prospects of the Seller Envirosystems or its Subsidiaries or subject the Seller or its Subsidiaries may lead to suit or penalty in any private or governmental litigation or proceeding. None of the foregoing Persons has, directly or indirectly, offered, paid, or agree to pay to any Person or solicited, received or agreed to receive from any such Person, directly or indirectly, any money or anything of value for the purpose or with the intent of (i) obtaining or maintaining business for Envirosystems, (ii) facilitating the purchase or sale of any product or service, or (iii) avoiding the imposition of any fine or penalty, in any manner which is in violation of any applicable Law.

Absence of Certain Business Practices. Neither the Seller, any person or entity related to or Affiliated with Seller, nor any Affiliate Shareholder, or officer, of the Seller (includingCompany, but not limited to, its Subsidiaries), nor any agent or employee of the Seller, any other Person person or entity acting on behalf of or associated with any Shareholder, nor any other entity directly or indirectly owned or controlled by any Shareholder or the Seller, or any individual related to any of the foregoing PersonsCompany, acting on behalf of the Seller alone or together, has: (a) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefitsbenefit, regardless of their its nature or type, from any customer, supplier, trading company, shipping company, governmental employee or other Person entity or individual with whom the Seller or its Subsidiaries 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 person or entity who is or may be in a position to help or hinder the business Business of the Seller or its Subsidiaries Company (or assist the Seller or its Subsidiaries Company in connection with any actual or proposed transaction) which which: (i) may might subject the Seller or its Subsidiaries 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 Assets, Business or its Subsidiaries operations of the Company as reflected in the financial statements of the Company described in SECTION 2.7; or (iii) if not continued in the future, may might adversely affect the assetsAssets, businessBusiness, operations or prospects of the Seller Company or its Subsidiaries or which might subject the Seller or its Subsidiaries Company to suit or penalty in any private or governmental litigation or proceeding.

Absence of Certain Business Practices. Neither the SellerCompany, nor any Affiliate of the Seller Company (including, but not limited to, its Subsidiaries), nor 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 on behalf of the Seller Company 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 or its Subsidiaries 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 its Subsidiaries (or assist the Seller Company or its Subsidiaries in connection with any actual or proposed transaction) which (i) may subject the Seller Company or its Subsidiaries 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 its Subsidiaries or (iii) if not continued in the future, may adversely affect the assets, business, operations or prospects of the Seller Company or its Subsidiaries or subject the Seller Company or its Subsidiaries to suit or penalty in any private or governmental litigation or proceeding.

Absence of Certain Business Practices. Neither the SellerSeller nor any of its Subsidiaries, nor any Affiliate of the Seller (including, but not limited to, its Subsidiaries)Seller, nor to the knowledge of the Seller, any agent or employee of the SellerSeller or any of its Subsidiaries , any other Person acting on behalf of or associated with the Seller, or any individual related to any of the foregoing Persons, acting on behalf of the Seller 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 or any of its Subsidiaries has done business directly or indirectly; or 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 any of its Subsidiaries (or assist the Seller or any of its Subsidiaries in connection with any actual or proposed transaction) which (i) may subject the Seller or any of its Subsidiaries 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 any of its Subsidiaries or (iii) if not continued in the future, may adversely affect the assets, business, operations or prospects of the Seller or any of its Subsidiaries or subject the Seller or any of its Subsidiaries to suit or penalty in any private or governmental litigation or proceeding.

Absence of Certain Business Practices. Neither the Seller, nor No officer or director of Pan Am or any Affiliate of the Seller (including, but not limited to, its Subsidiaries), nor and to Pan Am's knowledge, no employee or agent of Pan Am or any agent or employee of the Seller, any its Subsidiaries and no other Person acting on behalf at the direction of or associated with the Seller, or any individual related to any of the foregoing Personsor associated or Affiliated with Pan Am or any of its Subsidiaries, and no other Person for whom Pan Am or any of its Subsidiaries may be responsible, acting on behalf of the Seller alone or together, has: has (ai) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, type from any customer, supplier, trading company, shipping company, governmental employee or other Person with whom the Seller Pan Am or any of its Subsidiaries has done business directly or indirectly; , or (bii) 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 Pan Am and its Subsidiaries (or assist the Seller Pan Am or its Subsidiaries in connection with any actual or proposed transaction) ), in either event which (ia) may could reasonably be expected to subject the Seller Pan Am or its Subsidiaries to any damage or penalty in any civil, criminal or governmental litigation or proceeding, or (iib) if not given in the pastgiven, may could reasonably be expected to have had an a material adverse effect on the Seller or its Subsidiaries or (iii) if not continued in the futureresults of operations, may adversely affect the assets, business, operations or prospects of the Seller Pan Am or any of its Subsidiaries or subject the Seller or its Subsidiaries may lead to suit or penalty in any private or governmental litigation or proceeding.