Ethical Practices. Neither the Company, any of its Subsidiaries nor any representative thereof has offered or given, and no Member has any Knowledge of any Person that has offered or given on behalf of the Company, anything of value to: (i) any official of a Governmental Entity, any political party or official thereof or any candidate for political office; (ii) any customer or member of any Governmental Entity; or (iii) any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer or member of any Governmental Entity or any candidate for political office for the purpose of the following: (x) influencing any action or decision of such Person, in such Person’s official capacity, including a decision to fail to perform such Person’s official function; (y) inducing such Person to use such Person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Company or any Subsidiary in obtaining or retaining business for, with, or directing business to, any Person; or (z) where such payment would constitute a bribe, kickback or illegal or improper payment to assist the Company or any Subsidiary in obtaining or retaining business for, with, or directing business to, any Person.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (McBc Holdings, Inc.)
Ethical Practices. Neither the Company, Company nor any Subsidiary nor any of its Subsidiaries nor any representative thereof their respective representatives has corruptly (within the meaning of the Foreign Corrupt Practices Act) or otherwise illegally offered or given, and and, to the knowledge of Seller, no Member Person has any Knowledge corruptly (within the meaning of any Person that has the Foreign Corrupt Practices Act) or otherwise illegally offered or given on behalf of the CompanyCompany or any Subsidiary, anything of value to: (i) any official or member of a Governmental Entity, any political party or official thereof thereof, or any candidate for political office; (ii) any customer of the Company or member of any Governmental EntitySubsidiary; or (iii) any other Person, in any such case while knowing knowing, or having reason to know know, that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer official or member employee of any a Governmental Entity or any candidate for political office for the purpose of the following: (x) influencing any action or decision of such Person, in such Person’s his or her official capacity, including a decision to fail to perform such Person’s his or her official function; (y) inducing such Person to use such Person’s his or her influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Company or any Subsidiary in obtaining or retaining business for, or with, or directing business to, any PersonGovernmental Entity; or (z) where such payment would constitute a bribe, kickback or illegal or improper payment to assist the Company or any Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.
Appears in 2 contracts
Samples: Purchase Agreement (Mellon Financial Corp), Purchase Agreement (Affiliated Computer Services Inc)
Ethical Practices. Neither the Company, any of its Subsidiaries Subsidiary nor any representative Representative thereof has offered or given, and the Company has no Member has any Knowledge of any Person that has offered or given on behalf of the Companyits behalf, anything of value to: (i) any official of a Governmental Entity, any political party or official thereof or any candidate for political office; (ii) any customer or member of any Governmental Entity; or (iii) any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer or member of any Governmental Entity or any candidate for political office for the purpose of the following: (x) influencing any action or decision of such Person, in such Person’s official capacity, including a decision to fail to perform such Person’s official function; (y) inducing such Person to use such Person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Company or any Subsidiary in obtaining or retaining business for, with, or directing business to, any Person; or (z) where such payment would constitute a bribe, kickback or illegal or improper payment to assist the Company or any Subsidiary in obtaining or retaining business for, with, or directing business to, any Person.
Appears in 1 contract
Samples: Stock Purchase Agreement (Oil States International, Inc)
Ethical Practices. Neither None of the Company, any of its Subsidiaries nor Company Subsidiary and any representative thereof of the Company or any Company Subsidiary has offered or given, and the Company has no Member has any Knowledge of any Person that has offered or given on behalf of the Companyits behalf, anything of value to: (i) any official of a Governmental Entitygovernment entity, any political party or official thereof thereof, or any candidate for political office; (ii) any customer or member of any Governmental Entitya government; or (iii) any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer or customer, member of any Governmental Entity the government or any candidate for political office for the purpose of the following: (x) influencing any action or decision of such Person, in such Person’s his or its official capacity, including a decision to fail to perform such Person’s his or its official function; (y) inducing such Person to use such Person’s his or its influence with any Governmental Entity government or instrumentality thereof to affect or influence any act or decision of such Governmental Entity government or instrumentality to assist the Company or any Company Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person; or (z) where such payment would constitute a bribe, kickback or illegal or improper payment to assist the Company or any Company Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.
Appears in 1 contract
Samples: Merger Agreement (Cypress Communications Holding Co Inc)
Ethical Practices. Neither the Company, any of its Subsidiaries Company nor any representative thereof of either of them has offered or given, and the Shareholder has no Member has any Knowledge of any Person that has offered or given on behalf of the CompanyCompanies’ behalf, anything of value to: (i) any official of a Governmental Entity, any political party or official thereof or any candidate for political office; (ii) any customer or member of any Governmental Entity; or (iii) any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer or member of any Governmental Entity or any candidate for political office for the purpose of the following: (x) influencing any action or decision of such Person, in such Person’s official capacity, including a decision to fail to perform such Person’s official function; (y) inducing such Person to use such Person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Company or any Subsidiary in obtaining or retaining business for, with, or directing business to, any Person; or (z) where such payment would constitute a bribe, kickback or illegal or improper payment to assist the Company or any Subsidiary in obtaining or retaining business for, with, or directing business to, any Person.
Appears in 1 contract