Common use of Absence of Violation Clause in Contracts

Absence of Violation. To the Knowledge of the Company, neither the Company nor its Subsidiary, nor any of its officers, directors, employees or agents (or stockholders, distributors, representatives or other persons acting on the express, implied or apparent authority of the Company or its Subsidiary) have paid, given or received or have offered or promised to pay, give or receive, any bribe or other unlawful payment of money or other thing of value, any extraordinary discount, or any other unlawful inducement, to or from any person, business association or governmental official or entity in the United States or elsewhere in connection with or in furtherance of the business of the Company or its Subsidiary (including, without limitation, any unlawful offer, payment or promise to pay money or other thing of value, (a) to any foreign official or political party (or official thereof) for the purposes of influencing any act, decision or omission in order to assist the Company or its Subsidiary in obtaining business for or with, or directing business to, any person, or (b) to any person, while knowing that all or a portion of such money or other thing of value will be offered, given or promised to any such official or party for such purposes. To the Knowledge of the Company, neither the business of the Company nor its Subsidiary is in any manner dependent upon the making or receipt of such unlawful payments, discounts or other inducements.

Appears in 1 contract

Samples: Merger Agreement (Martek Biosciences Corp)

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Absence of Violation. To the Knowledge of the Company, neither none of the Company nor its or any Subsidiary, nor any of its their officers, directors, employees or agents (or stockholders, distributors, representatives or other persons acting on the express, implied or apparent authority of any of the Company or its any Subsidiary) have paid, given or received or have offered or promised to pay, give or receive, any bribe or other unlawful payment of money or other thing of value, any extraordinary discount, or any other unlawful inducement, to or from any person, business association or governmental official or entity in the United States or elsewhere in connection with or in furtherance of the business of the Company or its any Subsidiary (including, without limitation, any unlawful offer, payment or promise to pay money or other thing of value, value (ai) to any foreign official or political party (or official thereof) for the purposes of influencing any act, decision or omission in order to assist the Company or its any Subsidiary in obtaining business for or with, or directing business to, any person, or (bii) to any person, while knowing that all or a portion of such money or other thing of value will be offered, given or promised to any such official or party for such purposes). To the Knowledge of the Company, neither the business of the Company nor its and each Subsidiary is not in any manner dependent upon the making or receipt of such unlawful payments, discounts or other inducements.

Appears in 1 contract

Samples: Merger Agreement (Oni Systems Corp)

Absence of Violation. To the Knowledge Company's knowledge, none of the Company, neither the Company nor its or any Company Subsidiary, nor or any of its officers, directors, employees or agents (or stockholders, distributors, representatives or other persons acting on the express, implied or apparent authority of any of the Company or its any Company Subsidiary) have paid, given or received or have offered or promised to pay, give or receive, any bribe or other unlawful payment of money or other thing of value, any unlawful extraordinary discount, or any other unlawful inducement, to or from any person, business association or governmental official or entity in the United States or elsewhere in connection with or in furtherance of the business of the Company or its any Company Subsidiary (including, without limitation, any unlawful offer, payment or promise to pay money or other thing of value, value (ai) to any foreign official or political party (or official thereof) for the purposes of influencing any act, decision or omission in order to assist the Company or its any Company Subsidiary in obtaining business for or with, or directing business to, any person, or (bii) to any person, while knowing that all or a portion of such money or other thing of value will be offered, given or promised to any such official or party for such purposes). To the Knowledge of the Company's knowledge, neither the business of the Company nor its and each Company Subsidiary is not in any manner dependent upon the making or receipt of such unlawful payments, discounts or other inducements.

Appears in 1 contract

Samples: Pre Merger Agreement (Dynacare Inc)

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Absence of Violation. To the Knowledge of the Company, neither none of the Company nor Company, its Subsidiary, Subsidiaries nor any of its officers, directors, employees or agents (or stockholders, distributors, representatives or other persons acting on the express, implied or apparent authority of any of the Company or its SubsidiarySubsidiaries) have paid, given or received or have offered or promised to pay, give or receive, any bribe or other unlawful payment of money or other thing of value, any extraordinary discount, or any other unlawful inducement, to or from any person, business association or governmental official or entity in the United States or elsewhere in connection with or in furtherance of the business of the Company or its Subsidiary Subsidiaries (including, without limitation, any unlawful offer, payment or promise to pay money or other thing of value, value (ai) to any foreign official or political party (or official thereof) for the purposes of influencing any act, decision or omission in order to assist the Company or its Subsidiary Subsidiaries in obtaining business for or with, or directing business to, any person, or (bii) to any person, while knowing that all or a portion of such money or other thing of value will be offered, given or promised to any such official or party for such purposes). To the Knowledge of the Company, neither the business of the Company nor and its Subsidiary Subsidiaries is not in any manner dependent upon the making or receipt of such unlawful payments, discounts or other inducements.

Appears in 1 contract

Samples: Merger Agreement (Ciena Corp)

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