Compliance with Laws; Governmental Permits. 3.10.1. The Company has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its business or the ownership or operation of its business (including the keeping of all required registers and timely filing or delivery of all required documents under the provisions of any applicable Legal Requirement), except as set forth in Schedule 3.10.1 of the Disclosure Schedule. Neither the Company nor any manager, officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company), has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, with the purpose of influencing any act or decision of the recipient in his or her official capacity or inducing the recipient to use his or her influence to affect an act or decision of a government official or employee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof.
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Samples: Amended and Restated Purchase Agreement (Answers CORP), Purchase Agreement (Answers CORP)
Compliance with Laws; Governmental Permits. 3.10.1. (a) The Company has complied in all material respects with, is not in material violation of, and and, since January 1, 2014, has not received any written notices of violation with respect to, any Legal Requirement with respect to the conduct of its business or the ownership or operation of its business (including the keeping of all required registers and timely filing or delivery of all required documents under the provisions of any applicable Legal Requirement), except as set forth in Schedule 3.10.1 of the Disclosure ScheduleApplicable Law. Neither the Company nor nor, to the Knowledge of the Company, any managerdirector, officer, Affiliate officer or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Companysuch), has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, with the purpose of influencing any act or decision of the recipient in his or her official capacity or inducing the recipient to use his or her influence to affect an act or decision of a government official or employee, to any (i) governmental official or employee, (ii) political party or candidate thereof, thereof or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof.
Appears in 1 contract
Samples: Share Purchase Agreement (Sapiens International Corp N V)
Compliance with Laws; Governmental Permits. 3.10.13.14.1. The Company has complied in all material respects with, is are not in material violation of, and has have not received any written notices or other claims or assertions of material violation with respect to, any Legal Requirement with respect to the conduct of its business the Business, or the ownership or operation of the Business or otherwise applicable to it or its business (including the keeping of all required registers and timely filing properties or delivery of all required documents under the provisions of any applicable Legal Requirement), except as set forth in Schedule 3.10.1 of the Disclosure Scheduleassets. Neither the Company nor Company, nor, to the Company’s Knowledge, any manager, officer, Affiliate Affiliate, contractor or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company), has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, with the purpose of influencing any act or decision of the recipient in his or her official capacity or inducing the recipient to use his or her influence to affect an act or decision of a government official Government Official or employee, to any (ia) governmental official or employee, (iib) political party or candidate thereof, or (iiic) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wright Medical Group Inc)
Compliance with Laws; Governmental Permits. 3.10.1. The (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any written notices of a material violation with respect to, any Legal Requirement with respect to the conduct of its business the Business or the ownership or operation of its business (including the keeping of all required registers and timely filing or delivery of all required documents under the provisions of any applicable Legal Requirement), except as set forth in Schedule 3.10.1 of the Disclosure ScheduleBusiness. Neither the Company nor any managerof its Subsidiaries, nor to the Knowledge of the Company, any director, officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the CompanyCompany or any of its Subsidiaries), has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, with the purpose of influencing any act or decision of the recipient in his or her official capacity or inducing the recipient to use his or her influence to affect an act or decision of a government official or employee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof.
Appears in 1 contract
Compliance with Laws; Governmental Permits. 3.10.1. The (a) Except with respect to the matters that are specifically covered by the representations and warranties in Sections 2.12, 2.13, 2.14, 2.15, and 2.21, the Company has complied in all material respects with, is not in material violation of, and has not received any written notices of violation with respect to, any Legal Requirement with respect to the conduct of its business business, or the ownership or operation of its business (including the keeping of all required registers and timely filing or delivery of all required documents under the provisions of any applicable Legal Requirement), except as set forth in Schedule 3.10.1 of the Disclosure Schedulebusiness. Neither the Company Company, nor to the knowledge of the Company, any managerdirector, officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company), has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, with the purpose of influencing any act or decision of the recipient in his or her official capacity or inducing the recipient to use his or her influence to affect an act or decision of a government official or employee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof.
Appears in 1 contract
Compliance with Laws; Governmental Permits. 3.10.1. The (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and and, as of the Agreement Date, has not received any notices written notices, or other forms of official notice, of violation with respect to, any Legal Requirement with respect to the conduct of its business the Business, or the ownership or operation of its business (including the keeping of all required registers and timely filing or delivery of all required documents under the provisions of any applicable Legal Requirement), except as set forth in Schedule 3.10.1 of the Disclosure ScheduleBusiness. Neither the Company nor any managerof its Subsidiaries, nor any director, officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the CompanyCompany or any of its Subsidiaries), has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, with the purpose of influencing any act or decision of the recipient in his or her official capacity or inducing the recipient to use his or her influence to affect an act or decision of a government official or employee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SuccessFactors, Inc.)