Common use of Absence of Unlawful Payments Clause in Contracts

Absence of Unlawful Payments. (a) No Brand Company has and no Representative of any Brand Company, acting on their behalf, has (i) violated any applicable provision of the Foreign Corrupt Practices Act of 1977, as amended, (ii) been targeted by any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, (iii) paid, or offered, promised or authorized payment of, money or any other thing of value to any Governmental Entity or official, political party (or official thereof), candidate for political office, employee of a state-owned enterprise or official of an international organization (each, a “Government Person”) in violation of Applicable Law for the purpose of influencing, directly or indirectly through another Person, any act, omission or decision of such Government Person in an official capacity so that any of the Company might secure any advantage, obtain or retain business or direct business to any Person, or (iv) accepted or received any contributions, payments, gifts or expenditures that was unlawful.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Gaiam, Inc), Membership Interest Purchase Agreement (Sequential Brands Group, Inc.)

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Absence of Unlawful Payments. (a) No Brand Target Company has and no Representative and, to the Knowledge of any Brand the Company, none of the Target Companies' officers, managers , or other employees or other Person acting on their behalf, has behalf have (ia) violated any applicable provision of the Foreign Corrupt Practices Act of 1977, as amended, (iib) been targeted by any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, (iiic) paid, or offered, promised or authorized payment of, money or any other thing of value to any Governmental Entity Authority or official, political party (or official thereof), candidate for political office, employee of a state-owned enterprise or official of an international organization (each, a “Government Person”) in violation of Applicable Law for the purpose of influencing, directly or indirectly through another Person, any act, omission or decision of such Government Person in an official capacity so that any of the Company Target Companies might secure any advantage, obtain or retain business or direct business to any Person, or (ivd) accepted or received any contributions, payments, gifts or expenditures that that, to the Knowledge of the Company, was unlawful.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medicine Man Technologies, Inc.)

Absence of Unlawful Payments. (a) No Brand Each Company has and no Representative and, to the Knowledge of any Brand the Companies, none of such Company’s officers, managers or other employees or other Person acting on their behalf, has behalf have (ia) violated any applicable provision of the Foreign Corrupt Practices Act of 1977, as amended, (iib) been targeted by any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, (iiic) paid, or offered, promised or authorized payment of, money or any other thing of value to any Governmental Entity or official, political party (or official thereof), candidate for political office, employee of a state-owned enterprise or official of an international organization (each, a “Government Person”) in violation of Applicable Law for the purpose of influencing, directly or indirectly through another Person, any act, omission or decision of such Government Person in an official capacity so that any of the such Company might secure any advantage, obtain or retain business or direct business to any Person, or (ivd) accepted or received any contributions, payments, gifts or expenditures that was unlawful.

Appears in 1 contract

Samples: Contribution and Sale Agreement (Verus International, Inc.)

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Absence of Unlawful Payments. (a) No Brand Neither the Company has and no Representative nor any of any Brand the Company’s officers, managers, directors or other employees or other Person acting on their behalf, has behalf have (ia) violated any applicable provision of the Foreign Corrupt Practices Act of 1977, as amended, (iib) been targeted by any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, (iiic) paid, or offered, promised or authorized payment of, money or any other thing of value to any Governmental Entity Authority or official, political party (or official thereof), candidate for political office, employee of a state-owned enterprise or official of an international organization (each, a “Government Person”) in violation of Applicable Law for the purpose of influencing, directly or indirectly through another Person, any act, omission or decision of such Government Person in an official capacity so that any of the Company might secure any advantage, obtain or retain business or direct business to any Person, or (ivd) accepted or received any contributions, payments, gifts or expenditures that was unlawful.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medicine Man Technologies, Inc.)

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