Absence of Certain Recent Changes Sample Clauses

Absence of Certain Recent Changes. Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 of the Exhibit Volume in alphabetical order corresponding to the following subsections since February 28, 1995, and through the Closing Date, CHC and its subsidiaries have not been and will not have: (a) except in the usual and ordinary course of their businesses, consistent with past practice, and in an amount which is usual and normal, incurred, both individually or in the aggregate, any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any of their assets; (b) suffered any damage, destruction or loss, whether or not covered by insurance, in excess of $10,000; (c) suffered the resignation or other termination of any management personnel of CHC, or the loss of or other termination of a business relationship with any material customers or suppliers of CHC's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationship; (d) increased the regular rate of compensation payable by them to any employee, stockholder, or any physician other than normal merit and cost of living increases granted in the ordinary course of business; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their employees, and no such increase is required; (e) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their employees not theretofore in effect; (f) had any change in the capitalization of the CHC and its subsidiaries, including, without limitation, the grant or issuance by the CHC or any of its subsidiaries of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments or rights affecting or relating in any manner whatsoever to any equitable interests in CHC or any of its subsidiaries; (g) declared or paid any dividend or other distribution, in any form whatsoever, on any class of its capital stock or purchased or redeemed any of its capital stock; (h) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock o...
Sample 1Sample 2See All (19)
AutoNDA by SimpleDocs
Absence of Certain Recent Changes. Except as set forth on Schedule 5.6, between the Interim Balance Sheet Date and the date hereof, (a) there has not occurred any Facilities Material Adverse Effect, (b) each Group Company has conducted its respective business only in the ordinary course of business, and (c) no Group Company has taken any action (or failed to take any action) that, if occurring after the date of this Agreement, would constitute a breach of any of the covenants set forth in Section 7.3.
Sample 1Sample 2
Absence of Certain Recent Changes. Except as may be set forth in the financial statements of Purchaser provided to Sellers, since December 31, 1999, Purchaser has not suffered one or more events or conditions which, individually or in the aggregate, has resulted in a material adverse change to its financial condition, business or prospects, and nothing has occurred which might result in any such material adverse change.
Sample 1
Absence of Certain Recent Changes. To the best of Sellers' knowledge, since December 31, 2003, there has not been any law, regulation, event or condition of any character that has had or is reasonably likely to have an adverse effect on the business of the Company.
Sample 1
Absence of Certain Recent Changes. Except as set forth in Section 4.9 of the Disclosure Schedule, since the Interim Balance Sheet Date, (a) there has not occurred any event or condition that, individually or in the aggregate, constitutes a Material Adverse Effect, (b) the Company and the Subsidiaries have operated their respective businesses in all material respects in the ordinary course of business, and (c) neither the Company nor any Subsidiary has taken any action (or failed to take any action) that, if occurring after the date hereof, would constitute a violation of Section 6.3.
Sample 1
Absence of Certain Recent Changes. Except as set forth on Schedule 4.7, since the Balance Sheet Date, the Company has conducted the Business in the Ordinary Course of Business. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as described on Schedule 4.7, the Company has not: (a) incurred, assumed or guaranteed any Indebtedness which, individually or in the aggregate, exceeds $50,000, or mortgaged or pledged any of the Assets or subjected any of the Assets to any Lien except for Permitted Encumbrances; (b) waived any material rights or claims of the Company; (c) canceled any debts other than in the Ordinary Course of Business; (d) increased the principal amount of any Indebtedness; (e) made any filing, change, or revocation of any Tax election, made any change of any annual accounting period in respect of Taxes, made any adoption or change of any accounting method in respect of Taxes, been any entrance into any closing agreement (or similar agreement with a Governmental Authority) relating to any Tax, or settlement or compromise of any Tax claim, audit, procedure, assessment or Tax liability, been any filing of any Tax Return in a manner inconsistent with past practice or inconsistent with applicable Law, been any filing of any amended Tax Return, been any entry into any Tax allocation, sharing or indemnity agreement, any surrender of a right to claim a Tax refund, been any consent to an extension or waiver of the statute of limitations period applicable to any Tax claim or assessment, been any making of any voluntary Tax disclosure or Tax amnesty filing or any entrance into any closing agreement with respect to Taxes, been any other similar action or omission relating to the filing of any Tax Return or the payment of any Tax, if any such action or omission would have the effect of increasing the Tax liability of the Company or for which Buyer or any of its Affiliates would be responsible or would otherwise acquire pursuant to this Agreement, or been any deferral of any payroll Tax obligations pursuant to the CARES Act; (f) suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company, individually or in the aggregate; (g) except in the Ordinary Course of Business or as required by applicable Law, each of such increases being set forth on Schedule 4.7, instituted any increase in compensation or bonuses, or paid any bonus, incentive, or other compensation or benefit...
Sample 1
Absence of Certain Recent Changes. Except as set forth on Schedule 5.6, since the Interim Balance Sheet Date there has not occurred any Material Adverse Effect and each Xxxxx Company has conducted its respective business only in the ordinary course of business; and with respect to each Xxxxx Company none of the following is pending or has occurred (a) amendment of the charter, by-laws or other Constituent Documents;
Sample 1
AutoNDA by SimpleDocs

Related to Absence of Certain Recent Changes

  • Absence of Certain Changes From December 31, 1997 until the date hereof, (a) there has not occurred any event, change or development which has had or would be reasonably likely to have a Company Material Adverse Effect and (b) except as disclosed in the Company SEC Documents or Section 2.8 of the Company Disclosure Schedule, and except for the performance of this Agreement and the transactions contemplated hereby, the Company and its Subsidiaries have: (i) conducted its business and operations only in the ordinary course of business consistent with past practices; (ii) used reasonable efforts to preserve intact the business organizations, rights, licenses, permits and franchises of the Company and its Subsidiaries, maintain their existing relationships with customers, suppliers and other Persons having business dealings with them and keep available the services of its officers and employees; (iii) used reasonable efforts to keep in full force and effect adequate insurance coverages and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; (iv) not amended or modified its articles of association, certificate of incorporation, by-laws or comparable governing documents; (v) not authorized for issuance, issued, sold, granted, delivered, pledged or encumbered or agreed or committed to issue, sell, grant, deliver, pledge or encumber (to or with any party other than the Company and 7 any of its wholly-owned Subsidiaries) any shares of any class or series of capital stock of the Company or any of its Subsidiaries or any other equity or voting security or equity or voting interest of the Company or any of its Subsidiaries, any securities convertible into or exercisable or exchangeable for any such shares, securities or interests, or any options, warrants, calls, commitments, subscriptions or rights to purchase or acquire any such shares, securities or interests (other than issuances of Company Shares (i) upon exercise of outstanding Stock Options granted to directors, officers, employees and consultants of the Company in accordance with the Option Plans as currently in effect and (ii) pursuant to conversion of the TOPrS); (vi) except for conversion of the TOPrS in accordance with their terms, (i) split, combined or reclassified any shares of its capital stock or issued or authorized or proposed the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, (ii) in the case of the Company or any Subsidiary of the Company that is not wholly-owned by the Company, declared, set aside or paid any dividends on, or made other distributions in respect of, any capital stock or (iii) repurchased, redeemed or otherwise acquired, or agreed or committed to repurchase, redeem or otherwise acquire, any shares of capital stock or other equity or debt securities or equity interests of the Company or any of its Subsidiaries (other than to fulfill its obligations under the Option Plans as currently in effect); (vii) not amended or otherwise modified the terms of any Stock Options or any Option Plan the effect of which was to make such terms more favorable to the holders thereof or Persons eligible for participation therein, or reserved any additional Company Shares for issuance under any such Plan; (viii) except as required by law or existing written agreements, entered into, adopted or materially amended any incentive, compensation, option or severance plan or arrangement (including, without limitation, any Benefit Plan) for the benefit or welfare of any current or former director, officer or employee of the Company or any of its Subsidiaries, or (except for normal increases in the ordinary course of business that are consistent with past practices) increased the compensation or benefits of any persons or pay any benefit not required by any existing plan and arrangement; (ix) not acquired or agreed to acquire (by merger, consolidation, acquisition of stock or assets or otherwise) from any Person, any corporation, partnership, joint venture, association or other business organization or division thereof or otherwise acquired or agreed to acquire any assets of another Person other than the purchase of assets in the ordinary course of business consistent with past practice or in an aggregate amount of less than $5,000,000; (x) not sold, leased, licensed, encumbered or otherwise disposed of, or agreed to sell, lease, license, encumber or otherwise dispose of, any material properties or assets of the Company or any of its Subsidiaries, except as intercompany transactions between the Company and any of its wholly-owned Subsidiaries or in transactions with any other Person in the ordinary course of business, consistent with past practice and in an aggregate amount of less than $5,000,000. (xi) not made any material change in any of its accounting or financial reporting methods, principles or practices, except as may be required by GAAP; (xii) except in the ordinary course of business consistent with past practices, not amended, modified or terminated any Material Contract required to be listed in Section 2.16 of the Company Disclosure Schedule (other than in response to Section 2.16(a)(iii) thereof) or waived, released or assigned any material rights or claims thereunder; (xiii) not adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries; (xiv) not made any loans, advances or capital contributions to any Person other than as required by existing agreements or in the ordinary course of business consistent with past practice; or 8

  • Absence of Certain Events No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

  • Absence of Certain Agreements Neither Parent nor any of its Affiliates has entered into any agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (i) (A) any stockholder of the Company (other than Parent and its Affiliates) would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration, (B) except as set forth in Section 6.13, any stockholder of the Company agrees to vote to adopt this Agreement or the Merger or any stockholder of the Company agrees to vote against any Superior Proposal; or (ii) any current employee of the Company has agreed to (x) remain as an employee of the Company or any of its Subsidiaries following the Effective Time (other than pursuant to any employment Contracts in effect as of the date of this Agreement), (y) contribute or rollover any portion of such employee’s Shares, Company Stock Options, Company Restricted Stock and/or Phantom Stock Units to the Company or its Subsidiaries or Parent or any of its Affiliates or (z) receive any capital stock or equity securities of the Company or any of its Subsidiaries or Parent or any of its Affiliates.

  • Absence of Certain Changes and Events Except as set forth on Schedule 3.14, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the ordinary course of business consistent with past practices, and there has not been any: (a) change in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company to do any of the foregoing.

  • Absence of Certain Developments (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Developments Schedule," since the date of the Latest Balance Sheet, neither the Company nor any Subsidiary have (a) issued any notes, bonds or other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (b) borrowed any amount or incurred or become subject to any liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securities (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities); (e) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except Liens for current property taxes not yet due and payable; (f) sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or canceled any debts or claims; (g) sold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets; (h) suffered any extraordinary losses or waived any rights of value, whether or not in the ordinary course of business or consistent with past practice; (i) made capital expenditures or commitments therefor that aggregate in excess of $10,000; (j) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $10,000 in the aggregate; (k) made any charitable contributions or pledges in excess of $10,000 in the aggregate; (l) suffered any damage, destruction or casualty loss exceeding in the aggregate $10,000, whether or not covered by insurance; (m) made any Investment in or taken steps to incorporate any Subsidiary; or (n) entered into any other transaction other than in the ordinary course of business. (ii) Neither the Company nor any Subsidiary has at any time made any payments for political contributions or made any bribes, kickback payments or other illegal payments.

  • Absence of Certain Relationships No relationship, direct or indirect, exists between or among the Company or its subsidiaries, on the one hand, and the directors, officers or stockholders of the Company, on the other hand, which is required to be described in the Registration Statement or the Prospectus which is not so described. The Company has not, directly or indirectly, including through any subsidiary, extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a personal loan, to or for any executive officer of the Company or the Operating Partnership, or to or for any family member or affiliate of any director or executive officer of the Company or the Operating Partnership.

  • Absence of Certain Changes or Events Since the date of the most recent IMGL balance sheet included in the IMGL SEC Reports: (a) there has not been: (i) any material adverse change in the business, operations, properties, assets or condition of IMGL or (ii) any damage, destruction or loss to IMGL (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of IMGL; (b) IMGL has not: (i) amended its certificate of incorporation or bylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of IMGL; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements of any kind or nature; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees; (c) IMGL has not: (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent); (iii) paid or agreed to pay any material obligations or liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent IMGL balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights, or canceled, or agreed to cancel, any debts or claims; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of IMGL; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) to its knowledge, IMGL has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of the Group.

  • Absence of Certain Changes, Events and Conditions Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice as contemplated herein, there has not been, with respect to the Companies, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect; (b) amendment of such entities’ chartering documents; (c) split, combination or reclassification of any shares of its limited liability company/membership interests, capital stock or other equity interests; (d) except any transaction that may occur pursuant to the WSDA Agreement, issuance, sale or other disposition of any of its limited liability company/membership interests, capital stock or other equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its limited liability company/membership interests, capital stock or other equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its limited liability company/membership interests, capital stock or other equity interests, or redemption, purchase or acquisition of its limited liability company/membership interests, capital stock or other equity interests; (f) material change in any method of accounting or accounting practice, except as required by GAAP or SAP or as disclosed in the notes to the Financial Statements; (g) material change in its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any material assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to an asset material to it; (m) capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which it is a party or by which it is bound; (o) material capital expenditures; (p) imposition of any Encumbrance upon its properties, capital stock or assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of the Companies current or former employees, directors, officers, managers, independent contractors or consultants, other than (A) in the ordinary course of business consistent with past practices, (B) as provided for in any written agreements or (C) as required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, independent contractor or consultant; (r) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, manager, independent contractor or consultant, (ii) Plan or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (t) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders or members, or current or former directors, managers, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000 individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or limited liability company/membership interests of, or by any other manner, any business or any Person or any division thereof; (y) action by it to make, change or revoke any material election in respect of Taxes (except as required by Law), change an annual accounting period, adopt or change any accounting method with respect to Taxes except as may be required as a result of a change in Law, make any material agreement or settlement with respect to Taxes, file any amended Tax return, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (z) entry, issuance, or filing, with or without the request or consent or over the objection of it, or any order, consent order, of directive relating to any Company of or by any Applicable Regulator, or undertaking or agreement by such Company to or with any Applicable Regulator; or (aa) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

  • 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.

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

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!