Absence of Certain Practices. To Seller’s Knowledge, no director, manager, officer or employee of Seller or other Person acting on Seller’s behalf, directly or indirectly, has given, made or agreed to give or make any material or illegal commission, payment, gratuity, gift, political contribution or other similar benefit to any employee or official of any governmental entity or any other Person who is or may be in a position to help or hinder such Seller or assist such Seller in connection with any proposed transaction.
Absence of Certain Practices. Except as set forth on Schedule 5.28, no Principal Company or any of its Subsidiaries, or, to the Knowledge of the Principal Companies, any director, officer, agent, Employee or other Person acting on their behalf, has given or agreed to give any gift or similar benefit of more than nominal value to any customer, supplier, governmental employee or official or any other Person who is or may be in a position to help or hinder any Principal Company or its Subsidiaries or assist any Principal Company or its Subsidiaries in connection with any proposed transaction involving such Principal Company or its Subsidiaries, which gift or similar benefit, induced any party to do business with such Principal Company. No Principal Company or any of its Subsidiaries, or, to the Knowledge of the Principal Companies, any director, officer, agent, Employee or other Person acting on their behalf has (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to, or on behalf of, government officials or others; or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures.
Absence of Certain Practices. To the Knowledge of the Company, none of the Company, any Subsidiary or any director, officer, manager or employee of any such Person, has, in connection with the operation of the business of the Company or any Subsidiary, (i) paid, offered or promised to pay, or authorized the payment, directly or indirectly, through any other Person or firm, any monies or anything of value to any Person or firm employed by or acting for or on behalf of any Person, whether private or governmental, or any government official or employee of any political party or candidate for political office, in each case for the purpose of illegally inducing or rewarding any action by any official favorable to the Company or any Subsidiary in connection with the business of the Company or any Subsidiary, or (ii) taken any other act that, if taken by a Person subject to United States law, would violate Section 30A of the Securities Exchange Act of 1934, as amended. To the Knowledge of the Company, none of the Company, any Subsidiary or any director, officer, manager or employee of any such Person, or any Person acting on behalf of any of the foregoing, has, in connection with the operation of the business of the Company or any Subsidiary, accepted or received any unlawful contributions, payments, gifts or expenditures.
Absence of Certain Practices. Except as set forth on Schedule 6.35, no Loan Party or any of its Subsidiaries, or, to the Knowledge of the Borrower or any Loan Party, any director, officer, agent, employee or other Person acting on their behalf, has given or agreed to give any gift or similar benefit of more than nominal value to any customer, supplier, governmental employee or official or any other Person who is or may be in a position to help or hinder any Loan Party or its Subsidiaries or assist any Loan Party or its Subsidiaries in connection with any proposed transaction involving such Loan Party or its Subsidiaries, which gift or similar benefit, induced any party to do business with such Loan Party. No Loan Party or any of its Subsidiaries, or, to the Knowledge of the Borrower or any Loan Party, any director, officer, agent, employee or other Person acting on their behalf has (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to, or on behalf of, government officials or others; or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures.
Absence of Certain Practices. To the Company’s Knowledge, no director, manager, officer or employee of the Company or any of its Subsidiaries or other Person acting on their behalf, directly or indirectly, has given, made or agreed to give or make any illegal commission, payment, gratuity, gift, political contribution or other similar benefit to any employee or official of any Governmental Entity or any other Person who is or may be in a position to help or hinder the Company or any of its Subsidiaries or assist the Company or any of its Subsidiaries in connection with any proposed transaction.
Absence of Certain Practices. Neither the Company, nor any director, officer, employee, stockholder or agent of the Company, nor any other Person acting on its or their behalf has, directly or indirectly, made, given or incurred or agreed to make, give or incur any contribution, payment, gift or entertainment or other expense or similar benefit to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the business or operations of the Company (or assist the Company in connection with any actual or proposed transaction relating to its business and operations), (a) that subjected or would be reasonably likely to subject the Company to any damage or penalty in any criminal or governmental Proceeding, (b) that subjected or would be reasonably likely to subject the Company to any material adverse consequences with any Governmental Body or regarding the ability of the Company to continue doing business in all material respects as it is currently doing business, or (c) that in case of a payment made directly or indirectly to an official or employee of any Governmental Body, constitutes an illegal bribe or kickback (or if made to an official or employee of a foreign government, is unlawful under the Foreign Corrupt Practices Act of 1977, as amended) or, in the case of a payment made directly or indirectly to a Person other than an official or employee of a government or Governmental Body, constitutes an illegal bribe or illegal kickback or other illegal payment under any Law of the United States or under the Law of any state or locality that could subject the payor to a criminal penalty or the loss of a license or privilege to engage in a trade or business.
Absence of Certain Practices. The Seller has not, directly or indirectly, given, made, received or agreed to give, make or receive any commission, payment, gratuity, gift, political contribution or similar benefit to any customer, supplier, or employee or official of any Governmental Authority or any other Person. The Seller has not (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to, or on behalf of, employees of any Governmental Authority or others or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures.
Absence of Certain Practices. The Company, any of its Subsidiaries, or any director, officer, agent, employee, consultant or other Person acting on any of their behalf has not given or agreed to give any gift or similar benefit of more than nominal value to any customer, supplier or governmental employee or official or any other Person who is or may be in a position to help or hinder the Company or any of its Subsidiaries in connection with any proposed transaction involving the Company or any of its Subsidiaries. The Company, any of its Subsidiaries, or any director, officer, agent, employee, consultant or other Person acting on behalf of the Company or any of its Subsidiaries has not (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to, or on behalf of, government officials or others; (ii) accepted or received any unlawful contributions, payments, gifts or expenditures; or (iii) has had any transaction or payment which was not recorded in its accounting books and records or disclosed on its financial statements.
Absence of Certain Practices. To the best knowledge of the Company, neither the Company, the Subsidiaries, nor any director, officer, agent, employee or other person acting on their behalf, has given or agreed to give any gift or similar benefit of more than nominal value to any customer, supplier, or governmental employee or official or any other person who is or may be in a position to help or hinder the Company or any Subsidiary or assist the Company or any Subsidiary in connection with any proposed transaction involving the Company or any Subsidiary, which gift or similar benefit, if not given in the past, would have materially and adversely affected the business or prospects of the Company or any Subsidiary.
Absence of Certain Practices. To the Knowledge of UTCG and Xxxxx, neither Xxxxx nor the Company (or any of its employees) or other person acting on behalf of Xxxxx has given or agreed to give any gift or similar benefit of more than nominal value to any customer, supplier, dealer, distributor, governmental employee or official or any other person who is or may be in a position to help or hinder the Company or assist the Company in connection with any proposed transaction involving the Company, which gift or similar benefit, if not given in the past or not continued to be given in the future, could have adversely affected (or may adversely affect) the business, operations or prospects of the Company. To the Knowledge of UTCG and Xxxxx, neither Xxxxx nor the Company (or any of its employees) or other person acting on behalf of Xxxxx has (a) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to, or on behalf of, government officials or others, or (b) accepted or received any unlawful contributions, payments, gifts or expenditures.
