Common use of Absence of Sensitive Payments Clause in Contracts

Absence of Sensitive Payments. To the Company's Knowledge, none of the Company, or any Subsidiary or Affiliate or any officer or director of any of them acting alone or together, has performed any of the following acts: (i) the making of any contribution, payment, remuneration, gift or other form of economic benefit (a "Payment") to or for the private use of any governmental official, employee, agent or candidate where the Payment or the purpose of the Payment was illegal under the laws of the United States or the jurisdiction in which such payment was made, (ii) the establishment or maintenance of any unrecorded fund, asset or liability for any purpose or the making of any false or artificial entries on its books or (iii) the making of any Payment to any Person or the receipt of any Payment with the intention or understanding that any part of the Payment was to be used for any purpose other than that described in the documents supporting the Payment which, with respect to each of clauses (i), (ii) and (iii) of this Section 4.22, (A) have not had or would not have, individually or in the aggregate, a Company Material Adverse Effect or that have not resulted or would not reasonably be expected to result in the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries or any of their respective officers or directors (excluding monetary fines, penalties and sanctions that, individually or in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole), (B) if not given in the past, would have had a Company Material Adverse Effect or (C) if it had not continued in the future, would have had a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brown Tom Inc /De), Agreement and Plan of Merger (Encana Corp)

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Absence of Sensitive Payments. To the Company's ’s Knowledge, none of the Company, or any Subsidiary or Affiliate or any officer or director of any of them them, acting alone or together, has performed any of the following acts: (i) the making or offering of any contribution, payment, remuneration, gift or other form of economic benefit (a "Payment") to or for the private use of any governmental official, employee, agent or candidate where the Payment or the purpose of the Payment was illegal under the laws of the United States or the jurisdiction in which such payment was made, (ii) the establishment or maintenance of any unrecorded fund, asset or liability for any purpose or the making of any false or artificial entries on its books or (iii) the making of any Payment to any Person or the receipt of any Payment with the intention or understanding that any part of the Payment was to be used for any purpose other than that described in the documents supporting the Payment which, with respect to each of clauses (i), (ii) and (iiiii) of this Section 4.224.33, (A) have not had or would not have, individually or in the aggregate, a Company Material Adverse Effect or that have not resulted or would not reasonably be expected to result in the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries or any of their respective officers or directors (excluding monetary fines, penalties and sanctions that, individually or in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole), (B) if not given in the past, would have had a Company Material Adverse Effect or (C) if it had not continued in the future, would have had a Company Material Adverse Effect.,

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ivanhoe Energy Inc)

Absence of Sensitive Payments. To the knowledge of the Company's Knowledge, none of the Company, or any Company Subsidiary or Affiliate of the Company or any officer or director of any of them them, acting alone or together, has performed any of the following acts: (i) the making or offering of any contribution, payment, remuneration, gift or other form of economic benefit (a "Payment") payment to or for the private use of any governmental official, employee, agent or candidate where the Payment payment or the purpose of the Payment payment was illegal under the laws of the United States or the jurisdiction in which such payment was made, (ii) the establishment or maintenance of any unrecorded fund, asset or liability for any purpose or the making of any false or artificial entries on its books or (iii) the making of any Payment payment to any Person or the receipt of any Payment payment with the intention or understanding that any part of the Payment payment was to be used for any purpose other than that described in the documents supporting the Payment payment which, with respect to each of clauses (i), (ii) and (iiiii) of this Section 4.226.29, (A) have not had or would not have, individually or in the aggregate, a Company Material Adverse Effect or that have not resulted or would not reasonably be expected to result in the imposition of a material criminal fine, penalty or sanction against the Company, any of its the Company Subsidiaries or any of their respective officers or directors (excluding monetary fines, penalties and sanctions that, individually or in the aggregate, would not be material to the Company and its the Company Subsidiaries taken as a whole), (B) if not given in the past, would have had a Company Material Adverse Effect or (C) if it had not continued in the future, would have had a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BioScrip, Inc.)

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Absence of Sensitive Payments. To the Company's Knowledgeknowledge of the Parent, none of the CompanyParent, or any Subsidiary or Affiliate of the Parent or any officer or director of any of them them, acting alone or together, has performed any of the following acts: (i) the making or offering of any contribution, payment, remuneration, gift or other form of economic benefit (a "Payment") payment to or for the private use of any governmental official, employee, agent or candidate where the Payment payment or the purpose of the Payment payment was illegal under the laws of the United States or the jurisdiction in which such payment was made, (ii) the establishment or maintenance of any unrecorded fund, asset or liability for any purpose or the making of any false or artificial entries on its books or (iii) the making of any Payment payment to any Person or the receipt of any Payment payment with the intention or understanding that any part of the Payment payment was to be used for any purpose other than that described in the documents supporting the Payment payment which, with respect to each of clauses (i), (ii) and (iiiii) of this Section 4.227.10, (A) have not had or would not have, individually or in the aggregate, a Company Parent Material Adverse Effect or that have not resulted or would not reasonably be expected to result in the imposition of a material criminal fine, penalty or sanction against the Company55 Parent, any of its Subsidiaries or any of their respective officers or directors (excluding monetary fines, penalties and sanctions that, individually or in the aggregate, would not be material to the Company Parent and its Subsidiaries taken as a whole), (B) if not given in the past, would have had a Company Parent Material Adverse Effect or (C) if it had not continued in the future, would have had a Company Parent Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BioScrip, Inc.)

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