Certain Practices. (a) To the extent relevant to the Business, none of the Company, any Asset Seller or the Stockholder, or any of their respective equity holders or, to the Knowledge of the Company, officers, directors, employees, independent contractors or agents or any other Person acting on behalf of the Company, any Asset Seller or the Stockholder has, directly or indirectly, in violation of Law, given or agreed to give any money, gift or similar benefit to any referral source, franchisee, licensor, supplier, employee or agent of a franchisee, licensor or supplier, or official or employee of any Governmental Authority or other Person who was, is, or may be in a position to help or hinder the Business (or assist in connection with any actual or proposed transaction). (b) To the extent relevant to the Business, none of the Company, any Asset Seller or the Stockholder, or any of their respective equity holders or, to the Knowledge of the Company, officers, directors, employees, independent contractors or agents or any other Person acting on behalf of the Company, any Asset Seller or the Stockholder has made, directly or indirectly, in violation of Law, any payment or promise to pay, or gift or promise to give or authorized such a promise or gift, of any money or anything of value, directly or indirectly, to: (i) any foreign, federal, state, provincial or local governmental official for the purpose of influencing any official act or decision of such official or inducing him or her to use his or her influence to affect any act or decision of a foreign, federal, state, provincial or local governmental agency or subdivision thereof; or (ii) any political party or official thereof or candidate for political office for the purpose of influencing any official act or decision of such party, official or candidate or inducing such party, official or candidate to use his, her or its influence to affect any act or decision of a foreign government or agency or subdivision thereof, in the case of both (i) and (ii) above in order to assist the Company, any Asset Seller or the Stockholder to obtain or retain business for or direct business to the Company or, with respect to the Business, any Asset Seller under circumstances which would subject the Company or any Asset Seller to Liability.
Appears in 3 contracts
Samples: Purchase Agreement, Purchase Agreement (Red Lion Hotels CORP), Purchase Agreement (Red Lion Hotels CORP)
