Common use of Absence of Certain Payments Clause in Contracts

Absence of Certain Payments. To its knowledge, neither the Parent nor any of its respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledge, neither the Parent nor any of its respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 5 contracts

Samples: Merger Agreement (New Mountaintop Corp), Merger Agreement (Kushi Natural Foods Corp), Merger Agreement (Multi Solutions Inc)

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Absence of Certain Payments. To its knowledgeNone of the Company, neither the Parent nor any Company Subsidiaries or any of its their respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledgeNone of the Company, neither the Parent nor Company Subsidiaries or any of its their respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 3 contracts

Samples: Merger Agreement (Monaco Coach Corp /De/), Agreement and Plan of Merger (Praegitzer Industries Inc), Merger Agreement (Radisys Corp)

Absence of Certain Payments. To its knowledgeThe Company, neither the Parent nor any of its respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country and (ii) which could result in a material liability to the Company and, without limiting the generality of the preceding clause clause, (i), ii) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or othersothers which could result in a material liability to the Company. To its knowledge, neither None of the Parent nor Company or any of its respective affiliates, directors, officers, employees or agents of or other persons people acting on their behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expendituresexpenditures which could result in a material liability to the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Maxwell Technologies Inc), Merger Agreement (Imageware Systems Inc)

Absence of Certain Payments. To its knowledgeNone of Parent, neither the Parent nor any of its subsidiaries or any of their respective affiliates, officers, directors, employees or agents agent or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledgeNone of Parent, neither the Parent nor any of its subsidiaries or any of their respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 2 contracts

Samples: Merger Agreement (Railamerica Inc /De), Merger Agreement (Railtex Inc)

Absence of Certain Payments. To its knowledgeNone of the Company, neither the Parent nor any of its the Subsidiaries or any of their respective affiliates, officers, directors, employees or agents agent or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledgeNone of the Company, neither the Parent nor any of its the Subsidiaries or any of their respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 2 contracts

Samples: Merger Agreement (Railamerica Inc /De), Merger Agreement (Railtex Inc)

Absence of Certain Payments. To its knowledgeNone of the Company, neither the Parent nor any of its Subsidiaries or any of their respective affiliatesAffiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), ) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledgeNone of the Company, neither the Parent nor any of its Subsidiaries or any of their respective affiliatesAffiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 2 contracts

Samples: Stock Purchase Agreement (1818 Fund Iii Lp), Stock Purchase Agreement (Genesee & Wyoming Inc)

Absence of Certain Payments. To its knowledgethe best Knowledge of the Seller, neither the Parent no Acquired Entity nor any of its respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have has (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledgethe best Knowledge of the Seller, neither the Parent no Acquired Entity nor any of its respective affiliates, directors, officers, employees or agents of or other persons acting on behalf of any of them, them has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dualstar Technologies Corp), Stock Purchase Agreement (Dualstar Technologies Corp)

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Absence of Certain Payments. To Neither the Company, any of its knowledge, neither the Parent Subsidiaries nor any of its their respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country Governmental Entity and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To Neither the Company, any of its knowledgeSubsidiaries, neither the Parent nor any of its their respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Merger (National Information Consortium), Agreement and Plan of Reorganization and Merger (National Information Consortium)

Absence of Certain Payments. To its knowledge, neither None of the Parent nor Company or any of its affiliates or any of their respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledge, neither None of the Parent nor Company or any of its affiliates or any of their respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Merger Agreement (Tyco International LTD /Ber/)

Absence of Certain Payments. To its knowledgeNone of the Company, neither the Parent nor any of its subsidiaries or any of their respective affiliates, officers, directors, employees or agents agent or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledgeNone of the Company, neither the Parent nor or any of its respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Merger Agreement (Cell Power Technologies Inc)

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