Certain Payments; Foreign Corrupt Practices Act Sample Clauses
Certain Payments; Foreign Corrupt Practices Act. With respect to the Business and the Purchased Assets, neither Seller nor, to the Knowledge of Seller, any of its directors, officers, representatives, agents or employees, has directly or indirectly (a) used or is using any funds of Seller for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) used or is using any funds of Seller for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees or any employees of a foreign or domestic government-owned entity, (c) violated or is violating any provision of the Foreign Corrupt Practices Act of 1977 or any other anticorruption law applicable to Seller, (d) made, offered, authorized or promised any unlawful payment, rebate, payoff, influence payment, contribution, gift, bribe, rebate, kickback, or any other thing of value to any government official or employee, political party or official, or candidate, regardless of form, to obtain favorable treatment in obtaining or retaining business or to pay for favorable treatment already secured, (e) established or maintained, or is maintaining, any fund of corporate monies or other properties for the purpose of supplying finds for any of the purposes described in the foregoing clause (d), or (f) made any bribe, unlawful rebate, payoff, influence payment, kickback or other similar payment of any nature. Except as set forth on Schedule 3.26, the books of account and other financial records of Seller with respect to the Business represent actual, bona fide transactions. Section 3.27.
Certain Payments; Foreign Corrupt Practices Act. Neither the Seller nor any of its directors, officers, representatives, or employees, nor to the knowledge of the Seller, any agent or third party representative acting on behalf of the Seller, has directly or indirectly (a) has used or is using any funds of the Seller for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) has used or is using any funds of the Seller for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees or any employees of a foreign or domestic government-owned entity, (c) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977 or any other anticorruption law applicable to the Seller, (d) has made, offered, authorized or promised any payment, rebate, payoff, influence payment, contribution, gift, bribe, rebate, kickback, or any other thing of value to any government official or employee, political party or official, or candidate, regardless of form, to obtain favorable treatment in obtaining or retaining business or to pay for favorable treatment already secured, (e) has established or maintained, or is maintaining, any fund of corporate monies or other properties for the purpose of supplying finds for any of the purposes described in the foregoing clause (d), or (f) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other similar payment of any nature. The books of account and other financial records of the Seller (i) are accurate, complete, and correct, (ii) represent actual, bona fide transactions and (iii) have been maintained in accordance with sound business practices, including the maintenance of adequate internal accounting controls.