Common use of Absence of Sensitive Payments Clause in Contracts

Absence of Sensitive Payments. Neither the Sellers nor, to the knowledge of the Sellers and the Companies, any of the directors, officers, stockholders, managers or members of any of the Companies: (a) has made or has agreed to make any contributions, payments or gifts of funds or property to any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift was or is illegal under the laws of the United States, any state thereof, or any other jurisdiction (foreign or domestic); (b) has established or maintained any unrecorded fund or asset for any purpose, or has made any false or artificial entries on any of its books or records for any reason; or (c) has made or has agreed to make any contribution or expenditure, or has reimbursed any political gift or contribution or expenditure made by any other person, to candidates for public office, whether federal, state or local foreign or domestic, where such contributions were or would be a violation of applicable law.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Argan Inc)

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Absence of Sensitive Payments. Neither any Stockholder nor the Sellers norCompany, nor to the best of knowledge of the Sellers each Stockholder and the Companies, Company any of the their respective Affiliates, directors, officers, stockholdersagents, managers stockholders or members of any of the Companiesemployees have: (ai) has made or has agreed to make any contributions, payments payments, or gifts of funds or property to through any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift was or is illegal under the laws Laws of the United States, or any state thereof, or any other jurisdiction (foreign or domestic); (bii) has established or maintained any unrecorded fund or asset for any purpose, or has made any false or artificial entries on any of its books or records for any reason; or (ciii) has made or has agreed to make any contribution or expenditure, or has reimbursed any political gift or contribution or any expenditure made by any other person, Person to candidates for public office, whether federal, state or local (foreign or domestic, ) where such contributions were or would be a in violation of applicable lawLaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Boots & Coots International Well Control Inc)

Absence of Sensitive Payments. Neither the Sellers nor, to the knowledge of the Sellers and the CompaniesCompany, any of the its Subsidiaries, nor any of their Affiliates, nor any of their respective directors, officers, stockholdersagents, managers stockholders or members employees, on behalf of any of the Companiesthem: (a) has made or has agreed to make any contributions, payments or gifts of funds or property to any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift was or is illegal under the laws of the United States, any state thereof, or any other jurisdiction (foreign or domestic); (b) has established or maintained any unrecorded fund or asset for any purpose, or has made any false or artificial entries on any of its books or records for any reason; or (c) has made or has agreed to make any contribution or expenditure, or has reimbursed any political gift or contribution or expenditure made by any other person, person to candidates for public office, whether federal, state or local (foreign or domestic, ) where such contributions were or would be a violation of applicable law.

Appears in 1 contract

Samples: Merger Agreement (Ufp Technologies Inc)

Absence of Sensitive Payments. Neither the Sellers nor, to the knowledge of the Sellers and the CompaniesSeller, any of the its Subsidiaries, nor any of their respective directors, officers, stockholdersagents, managers stockholders or members employees, either on behalf of any of the CompaniesSeller or its Subsidiaries: (a) has made or has agreed to make any contributions, payments or gifts of funds or property to any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift was or is illegal under the laws of the United States, any state thereof, or any other jurisdiction (foreign or domestic); (b) has established or maintained any unrecorded fund or asset for any purpose, or has made any false or artificial entries on any of its books or records for any reason; or (c) has made or has agreed to make any contribution or expenditure, or has reimbursed any political gift or contribution or expenditure made by any other person, to candidates for public office, whether federal, state or local (foreign or domestic, ) where such contributions were or would be a violation of applicable law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Boston Biomedica Inc)

Absence of Sensitive Payments. Neither the Sellers Securityholder nor, to the knowledge of the Sellers Securityholder and the CompaniesCompany, any of the directors, officers, stockholders, managers or members of any stockholders of the CompaniesCompany, its subsidiaries: (a) has made or has agreed to make any contributions, payments or gifts of funds or property to any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift was or is illegal under the laws of the United States, any state thereof, or any other jurisdiction (foreign or domestic); (b) has established or maintained any unrecorded fund or asset for any purpose, or has made any false or artificial entries on any of its books or records for any reason; or (c) has made or has agreed to make any contribution or expenditure, or has reimbursed any political gift or contribution or expenditure made by any other person, person to candidates for public office, whether federal, state or local local, foreign or domestic, domestic where such contributions were or would be a violation of applicable law.

Appears in 1 contract

Samples: Merger Agreement (Arguss Communications Inc)

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Absence of Sensitive Payments. Neither the Sellers Private Company nor, to the knowledge of the Sellers and the CompaniesPrivate Company or any Selling Shareholder, any of the Private Company's directors, officers, stockholdersagents, managers stockholders or members of any of the Companiesemployees: (a) has made or has agreed to make any contributions, payments or gifts of funds or property to any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift was or is illegal under the laws of the United States, any state thereof, or any other jurisdiction (foreign or domestic); (b) has established or maintained any unrecorded fund or asset for any purpose, or has made any false or artificial entries on any of its books or records for any reason; or (c) has made or has agreed to make any contribution or expenditure, or has reimbursed any political gift or contribution or expenditure made by any other person, person to candidates for public office, whether federal, state or local (foreign or domestic, ) where such contributions were or would be a violation of applicable law.

Appears in 1 contract

Samples: Affinity/Prestige Acquisition Agreement (Affinity International Travel Systems Inc)

Absence of Sensitive Payments. Neither the Sellers nor, to Seller nor the knowledge of the Sellers and the Companies, Parent (together with any of the such party's directors, officers, stockholdersbrokers, managers sub-brokers, agents or members of any employees) on behalf of the CompaniesSeller: (a) has made or has agreed to make any contributions, payments or gifts of funds or property to any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift was or is illegal under the laws of the United States, any state thereof, thereof or any other jurisdiction (foreign or domestic); (b) has established or maintained any unrecorded fund or asset for any purpose, or has made any false or artificial entries on any of its books or records for any reason; or (c) has made or has agreed to make any contribution or expenditure, or has reimbursed any political gift or contribution or expenditure made by any other person, person to candidates for public office, whether federal, state or local (foreign or domestic, ) where such contributions were or would be a violation of applicable law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Microframe Inc)

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