Common use of Absence of Certain Commercial Practices Clause in Contracts

Absence of Certain Commercial Practices. To the best of Seller's knowledge, neither Seller nor any officer, director, employee or agent of Seller (or any Person acting on behalf of any of the foregoing), has directly or indirectly (i) given or agreed to give any gift or similar benefit of more than nominal value on behalf of Seller to any customer, supplier, employee or official of any Governmental Authority (domestic or foreign), to induce the recipient or his employer to do business, grant favorable treatment or compromise or forego any claim, (ii) made any significant payment which might be improper under prevailing law (regardless of the jurisdiction in which such payment was made) to promote or retain sales or to help, procure or maintain good relations with suppliers, (iii) engaged in any activity which constitutes a violation of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, (iv) engaged in any practice violating any law prohibiting compliance with an unsanctioned foreign boycott, (v) established or maintained any unrecorded or illegal corporate fund or account or assets, (vi) made false or fictitious entries on the books or records of Seller, or (vii) failed to perform its obligations in any material respect under any Contract with, or violated in any material respect any federal law known to Seller in its dealings with, the Federal government or any agency or department thereof, including, but not limited to, any law with respect to conspiracy to defraud, false claims, conspiracy to defraud the United States, embezzlement or theft of public money, fraud and false statements, false demands against the United States, mail fraud, wire fraud, RICO, and truth in negotiations. To the best of Seller's knowledge, no such gift or benefit is required in connection with the operations of Seller or its business to avoid any fine, penalty, cost, expense or adverse change in the assets, properties, liabilities, financial condition, results of operations or business of Seller.

Absence of Certain Commercial Practices. To the best of Seller's knowledge, neither Seller nor any officer, director, employee or agent of Seller (or any Person acting on behalf of any of the foregoing), has directly or indirectly indirectly, in connection with the Business (i) given or agreed to give any gift or similar benefit of or more than nominal value on behalf of Seller to any customer, supplier, employee or official of any Governmental Authority (domestic or foreign), to induce the recipient or his employer to do business, grant favorable treatment or compromise or forego any claim, (ii) made any significant payment which might be improper under prevailing law (regardless of the jurisdiction in which such payment was made) to promote or retain sales or to help, procure or maintain good relations with suppliers, (iii) engaged in any activity which constitutes a violation of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, (iv) engaged in any practice violating any law prohibiting compliance with an unsanctioned foreign boycott, (v) established or maintained any unrecorded or illegal corporate fund or account or assets, (vi) made false or fictitious entries on the books or records of Seller, or (vii) failed to perform its obligations in any material respect under any Contract with, or violated in any material respect any federal law known to Seller in its dealings with, the Federal government or any agency or department thereof, including, but not limited to, any law with respect to conspiracy to defraud, false claims, conspiracy to defraud the United States, embezzlement or theft of public money, fraud and false statements, false demands against the United States, mail fraud, wire fraud, RICO, and truth in negotiations. To the best of Seller's knowledge, no such gift or benefit is required in connection with the operations of Seller or its business to avoid any fine, penalty, cost, expense or adverse change in the assets, properties, liabilities, financial condition, results of operations or business of Seller.

Absence of Certain Commercial Practices. To During the best five (5) years preceding the date hereof, Seller Affiliate in its conduct of the Business has and, to the Knowledge of Seller's knowledge, neither Seller nor any no director, manager, officer, directoragent, employee or agent of Seller (or any other Person acting on behalf of any of the foregoing)Seller Affiliate has, has directly or indirectly (i) given or agreed to give any gift or similar benefit of more than nominal value on behalf of Seller to any customer, supplier, supplier or governmental employee or official or any other Person who is or may be in a position to help or hinder such party or assist such party in connection with any proposed transaction, which gift or similar benefit, if not given in the past, might have materially and adversely affected the business of such party, or that, if not continued in the future, might materially and adversely affect the business of such party, and no future business with any customer is dependent upon the making of any Governmental Authority (domestic such gift or foreign), to induce the recipient or his employer to do business, grant favorable treatment or compromise or forego any claimsimilar payment, (ii) made created or used any significant payment which might be improper under prevailing law (regardless of the jurisdiction “off-book” bank or cash account or “slush fund,” in which such payment was made) to promote each case that would violate any Law, or retain sales or to help, procure or maintain good relations with suppliers, (iii) otherwise engaged in any activity which constitutes conduct constituting a violation of the Foreign Corrupt Practices Act of 19771977 or (iii) used any corporate or other funds for unlawful contributions, as amendedpayments, and the rules and regulations promulgated thereundergifts or entertainment, (iv) engaged in or made any practice violating any law prohibiting compliance with an unsanctioned foreign boycott, (v) unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded or illegal corporate fund or account or assetsfunds. During the five (5) years preceding the date hereof, (vi) made false or fictitious entries on no Seller Affiliate nor, to the books or records Knowledge of Seller, any director, manager, officer, agent, employee or other Person acting on behalf of any Seller has accepted or received any unlawful contributions, payments, gifts or expenditures. Without limiting the foregoing, (viii) failed there are no pending internal or external allegations or investigations into actual or alleged material violations of the anti-corruption or anti-money laundering laws and regulations by any Seller Affiliate and (ii) each Seller Affiliate is not, and during the five (5) years preceding the date hereof, each Seller Affiliate has not, submitted any disclosures to perform its obligations in any material respect under any Contract with, or violated in any material respect any federal law known to Seller in its dealings with, the Federal government or any agency or department thereof, including, but not limited to, any law Governmental Authority with respect to conspiracy any such violations, or, to defraud, false claims, conspiracy to defraud the United States, embezzlement or theft of public money, fraud and false statements, false demands against the United States, mail fraud, wire fraud, RICO, and truth in negotiations. To the best Knowledge of Seller's knowledge, no such gift encountered or benefit is required in connection with identified any issues, or to the operations extent notified to any Seller Affiliate, been the subject of Seller any inquiry, investigation or its business enforcement action by a Governmental Authority relating to avoid any fine, penalty, cost, expense anti-corruption or adverse change in the assets, properties, liabilities, financial condition, results of operations or business of Selleranti-money laundering Laws.

Absence of Certain Commercial Practices. To Neither the best of SellerCompany and its Subsidiaries nor, to the Company's knowledge, neither Seller nor any officer, director, employee or agent of Seller the Company or the Subsidiaries (or any Person person acting on behalf of any of the foregoing), has directly or indirectly (i) given or agreed to give any gift or similar benefit of more than nominal value on behalf of Seller the Company or any Subsidiary to any customer, supplier, employee or official of any Governmental Authority governmental authority (domestic or foreign), to induce the recipient or his employer to do business, grant favorable treatment or compromise or forego any claim, (ii) made any significant payment which might be improper is illegal under prevailing law (regardless of the jurisdiction in which such payment was made) to promote or retain sales or to help, procure or maintain good relations with suppliers, (iii) engaged in any activity which constitutes a violation of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, (iv) engaged in any practice violating any United States federal law prohibiting compliance with an unsanctioned foreign boycott, boycott or (v) established or maintained any unrecorded or illegal corporate fund or account or assets, (vi) made false or fictitious entries on the books or records of Seller, or (vii) failed to perform its obligations in any material respect under any Contract contract with, or violated in any material respect any federal law known to Seller the Company in its dealings with, the Federal federal government or any agency or department thereof, including, but not limited to, any law with respect to conspiracy to defraud, false claims, conspiracy to defraud the United States, embezzlement or theft of public money, fraud and false statements, false demands against the United States, mail fraud, wire fraud, RICO, and truth in negotiations, which failure or violation would have a Material Adverse Effect. To the best of Seller's knowledge, no No such gift or benefit is required in connection with the operations of Seller the Company or its business the Subsidiaries or their businesses to avoid any fine, penalty, cost, expense or adverse change in the business, assets, properties, liabilities, financial condition, results of operations or business financial condition of Sellerthe Company and its Subsidiaries which would have a Material Adverse Effect.

Absence of Certain Commercial Practices. To the best of SellerPurchaser's knowledge, neither Seller Purchaser nor any officer, director, employee or agent of Seller Purchaser (or any Person associated with or acting on behalf of any of the foregoing), ) has directly or indirectly (i) given or agreed to give any gift gift, contribution, bribe, rebate, payoff, influence payment, kickback or similar other payment or benefit of more than nominal value on behalf of Seller Purchaser to any customer, supplier, employee or official of any Governmental Authority (domestic or foreign), ) to induce the recipient or his employer to do businessbusiness with, grant favorable treatment or special considerations to, or compromise or forego any claimclaim against, Purchaser, (ii) made any significant payment which might be improper under prevailing law (regardless of the jurisdiction in which such payment was made) to promote or retain sales or to help, procure or maintain good relations with suppliers, (iii) engaged in any activity which constitutes a violation of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, (iv) engaged in any practice violating any law prohibiting compliance with an unsanctioned foreign boycott, (v) established or maintained any unrecorded or illegal corporate fund or account or assetsasset, (viv) made any false or fictitious entries on the books or records of SellerPurchaser, (vi) engaged in any practice violating any law or permitting compliance with an unsanctioned foreign boycott or (vii) failed to perform its obligations in any material respect under any Contract with, or violated in any material respect any federal law known to Seller Purchaser in its dealings with, the Federal government or any agency or department thereofGovernmental Authority, including, but not limited to, any law with respect to conspiracy to defraud, false claims, conspiracy to defraud the United States, embezzlement or theft of public money, fraud and false statements, false demands against the United States, mail fraud, wire fraud, RICO, and truth in negotiations. To the best of Seller's knowledge, no such gift or benefit is required in connection with the operations of Seller or its business to avoid any fine, penalty, cost, expense or adverse change in the assets, properties, liabilities, financial condition, results of operations or business of Seller.

Absence of Certain Commercial Practices. To the best knowledge of Seller and each Seller Principal, none of Seller's knowledge, neither either Seller Principal nor any other officer, director, shareholder, employee or agent of Seller (or any Person associated with or acting on behalf of any of the foregoing), ) has directly or indirectly (i) given or agreed to give any gift gift, contribution, bribe, rebate, payoff, influence payment, kickback or similar other payment or benefit of more than nominal value on behalf of Seller to any customer, supplier, employee or official of any Governmental Authority (domestic or foreign), ) to induce the recipient or his employer to do businessbusiness with, grant favorable treatment or special considerations to, or compromise or forego any claimclaim against, Seller, (ii) made any significant payment which might be improper under prevailing law (regardless of the jurisdiction in which such payment was made) to promote or retain sales or to help, procure or maintain good relations with suppliers, (iii) engaged in any activity which constitutes a violation of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, (iv) engaged in any practice violating any law prohibiting compliance with an unsanctioned foreign boycott, (v) established or maintained any unrecorded or illegal corporate fund or account or assetsasset, (viv) made any false or fictitious entries on the books or records of Seller, (vi) engaged in any practice violating any law or permitting compliance with an unsanctioned foreign boycott, or (vii) failed to perform its obligations in any material respect under any Contract with, or violated in any material respect any federal law known to Seller in its dealings with, the Federal government or any agency or department thereofGovernmental Authority, including, but not limited to, any law with respect to conspiracy to defraud, false claims, conspiracy to defraud the United States, embezzlement or theft of public money, fraud and false statements, false demands against the United States, mail fraud, wire fraud, RICO, and truth in negotiations. To the best of Seller's knowledge, no such gift or benefit is required in connection with the operations of Seller or its business to avoid any fine, penalty, cost, expense or adverse change in the assets, properties, liabilities, financial condition, results of operations or business of Seller.

Absence of Certain Commercial Practices. To the best of Seller's knowledge, neither Seller nor the Company nor any officer, director, employee or agent of Seller the Company (or any Person associated with or acting on behalf of any of the foregoing), ) has directly or indirectly (i) given or agreed to give any gift gift, contribution, bribe, rebate, payoff, influence payment, kickback or similar other payment or benefit of more than nominal value on behalf of Seller the Company to any customer, supplier, employee or official of any Governmental Authority (domestic or foreign), ) to induce the recipient or his employer to do businessbusiness with, grant favorable treatment or special considerations to, or compromise or forego any claimclaim against, the Company, (ii) made any significant payment which might be improper under prevailing law (regardless of the jurisdiction in which such payment was made) to promote or retain sales or to help, procure or maintain good relations with suppliers, (iii) engaged in any activity which constitutes a violation of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, (iv) engaged in any practice violating any law prohibiting compliance with an unsanctioned foreign boycott, (v) established or maintained any unrecorded or illegal corporate fund or account or assetsasset, (viv) made any false or fictitious entries on the books or records of Sellerthe Company, (vi) engaged in any practice violating any law or permitting compliance with an unsanctioned foreign boycott or (vii) failed to perform its obligations in any material respect under any Contract with, or violated in any material respect any federal law known to Seller the Company in its dealings with, the Federal government or any agency or department thereofGovernmental Authority, including, but not limited to, any law with respect to conspiracy to defraud, false claims, conspiracy to defraud the United States, embezzlement or theft of public money, fraud and false statements, false demands against the United States, mail fraud, wire fraud, RICO, and truth in negotiations. To the best of Seller's knowledge, no such gift or benefit is required in connection with the operations of Seller or its business to avoid any fine, penalty, cost, expense or adverse change in the assets, properties, liabilities, financial condition, results of operations or business of Seller.

Absence of Certain Commercial Practices. To Neither the Company and its Subsidiaries nor, to the best of Sellerthe Company's knowledge, neither Seller nor any officer, director, employee or agent of Seller the Company or the Subsidiaries (or any Person person acting on behalf of any of the foregoing), has directly or indirectly (iI) given or agreed to give any gift or similar benefit of more than nominal value on behalf of Seller the Company or any Subsidiary to any customer, supplier, employee or official of any Governmental Authority governmental authority (domestic or foreign), to induce the recipient or his employer to do business, grant favorable treatment or compromise or forego any claim, (ii) made any significant payment which might be improper is illegal under prevailing law (regardless of the jurisdiction in which such payment was made) to promote or retain sales or to help, procure or maintain good relations with suppliers, (iii) engaged in any activity which constitutes a violation of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, (iv) engaged in any practice violating any United States federal law prohibiting compliance with an unsanctioned foreign boycott, boycott or (v) established or maintained any unrecorded or illegal corporate fund or account or assets, (vi) made false or fictitious entries on the books or records of Seller, or (vii) failed to perform its obligations in any material respect under any Contract contract with, or violated in any 13 18 material respect any federal law known to Seller the Company in its dealings with, the Federal federal government or any agency or department thereof, including, but not limited to, any law with respect to conspiracy to defraud, false claims, conspiracy to defraud the United States, embezzlement or theft of public money, fraud and false statements, false demands against the United States, mail fraud, wire fraud, RICO, and truth in negotiations, which failure would have a material adverse effect on the business, properties, assets, operations or financial condition of the Company and its Subsidiaries. To the best of Seller's knowledge, no No such gift or benefit is required in connection with the operations of Seller the Company or its business the Subsidiaries or their businesses to avoid any fine, penalty, cost, expense or adverse change in the business, assets, properties, liabilities, financial condition, results of operations or business financial condition of Sellerthe Company and its Subsidiaries.