Common use of ABSENCE OF IMPROPER PAYMENTS Clause in Contracts

ABSENCE OF IMPROPER PAYMENTS. Except as set forth in Section 4.17 of the Disclosure Schedule, since its inception, the Company: (a) has not made any contributions, payments or gifts of its property to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the Laws of the United States, any state thereof or any other jurisdiction (foreign or domestic); (b) has neither established or maintained any unrecorded fund or asset for any purpose, nor made any false or artificial entries on its books or records for any reason; (c) has not made any payments to any Person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment; or (d) has neither made any contribution, nor reimbursed any political gift or contribution made by any other Person, to candidates for public office, whether Federal, state or local, where such contribution or reimbursement would be in violation of applicable Law.

ABSENCE OF IMPROPER PAYMENTS. Except as set forth in Section 4.17 Neither Adsmart nor any of the Disclosure Schedule, since its inception, the Company: Subsidiaries (a) has not made any contributions, payments or gifts of its property to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment payments or gift is illegal under the Laws laws of the United States, any state thereof or any other jurisdiction (foreign or domestic); (b) has neither established or maintained any unrecorded fund or asset for any purpose, nor or has any purpose, or has made any false or artificial entries on its books or records for any reason; (c) has not made any payments to any Person person with the intention or understanding that any part of such payment was to be used for any other purpose other than that described in the documents supporting the payment; or (d) has neither made any contribution, nor or has reimbursed any political gift or contribution made by any other Personperson, to candidates for public office, whether Federal, state or local, where such contribution or reimbursement would be in violation of applicable Lawlaw.

ABSENCE OF IMPROPER PAYMENTS. Except as set forth in Section 4.17 of the Disclosure Schedule, since its inception, the The Company: (a) has not made any ---------------------------- contributions, payments or gifts of its property to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment payments or gift is illegal under the Laws laws of the United States, any state thereof or any other jurisdiction (foreign or domestic); , (b) except as set forth in Schedule 2.31, has neither not established or ------------- maintained any unrecorded fund or asset for any purpose, nor or made any false or artificial entries on its books or records for any reason; , (c) has not made any payments to any Person with person where the intention Company intended or understanding understood that any part of such payment was to be used for any other purpose other than that described in the documents supporting the payment; or , (d) has neither not made any contribution, nor or reimbursed any political gift or contribution made by any other Personperson, to candidates for public office, whether Federalfederal, state or local, where such contribution or reimbursement would be in violation of applicable Lawlaw or (e) has not misused, misapplied or improperly handled, administered or managed market development or promotional funds or market development or promotional fund accounts in any material respect.

ABSENCE OF IMPROPER PAYMENTS. Except as set forth in Section 4.17 Neither Adsmart nor any of the Disclosure Schedule, since its inception, the Company: ---------------------------- Subsidiaries (a) has not made any contributions, payments or gifts of its property to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment payments or gift is illegal under the Laws laws of the United States, any state thereof or any other jurisdiction (foreign or domestic); (b) has neither established or maintained any unrecorded fund or asset for any purpose, nor or has any purpose, or has made any false or artificial entries on its books or records for any reason; (c) has not made any payments to any Person person with the intention or understanding that any part of such payment was to be used for any other purpose other than that described in the documents supporting the payment; or (d) has neither made any contribution, nor or has reimbursed any political gift or contribution made by any other Personperson, to candidates for public office, whether Federal, state or local, where such contribution or reimbursement would be in violation of applicable Lawlaw.