Common use of Ethical Practices Clause in Contracts

Ethical Practices. Neither the Parent nor any Seller nor any of their representatives has offered or given, and neither the Parent nor any Seller has Knowledge of any Person that has offered or given on their behalf, anything of value to: (a) any official of a Governmental Entity, any political party or official thereof, or any candidate for political office; (b) any customer, payor or member of the government; or (c) 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, payor, member of the government or candidate for political office for the purpose of the following: (i) 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; (ii) inducing such Person to use such Person’s influence with any government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist any Seller in obtaining or retaining business for, or with, or directing business to, any Person; or (iii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist any of the Sellers in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. Neither the Parent nor None of Company, any Seller nor any of Subsidiary or their representatives has offered respective directors, officers or givenemployees has, and neither the Parent nor to Company’s Knowledge, no joint venture partner of Company or any Seller has Knowledge of any Person that has Subsidiary has, offered money or given on their behalf, anything of value to: (a) any official of a Governmental EntityAuthority, any political party or official thereof, or any candidate for political office; (b) any customer, payor customer or member of the governmentany Governmental Authority; or (c) 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, payor, member of the government a Governmental Authority or candidate for political office for the purpose of the following: (i) illegally influencing any action or decision of such Person, in such Person’s his, her or its official capacity, including a decision to fail to perform such Person’s his, her or its official function; (ii) inducing such Person to use such Person’s his, her or its influence with any government or instrumentality thereof Governmental Authority to affect or influence any act or decision of such government or instrumentality to assist any Seller Company in obtaining or retaining business for, or with, or directing business to, any Person; or (iii) where such payment or thing of value would constitute a bribe, kickback or illegal or improper payment or gift to assist any of the Sellers Company in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. Neither any member of the Parent Company Group nor any Seller nor representative of any member of their representatives the Company Group has offered or given, and neither and, to the Parent nor any Seller has Knowledge of any Sellers’ Knowledge, no other Person that has offered or given on their its behalf, anything of value to: (a) any official of a Governmental Entity, any political party or official thereof, thereof or any candidate for political office; (b) any customer, payor customer or member of the governmentany Governmental Entity; or (c) 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, payor, customer or member of the government any Governmental Entity or any candidate for political office for the purpose of the following: (i) 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; (ii) inducing such Person to use such Person’s influence with any government or instrumentality thereof Governmental Entity to affect or influence any act or decision of such government or instrumentality Governmental Entity to assist any Seller member of the Company Group in obtaining or retaining business for, or with, or directing business to, any Person; or (iii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist any member of the Sellers Company Group in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. Neither To the Parent Knowledge of the Sellers, neither the Sellers, nor any Seller representative of either of the Sellers, nor any of other Person on their representatives has offered or given, and neither the Parent nor any Seller has Knowledge of any Person that behalf has offered or given on their behalf, anything of material value to: (ai) any official of a Governmental Entity, any political party or official thereof, or any candidate for political office; (bii) any customer, payor customer or member of the government; or (ciii) 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, payor, member of the government or candidate for political office for the purpose of the following: (ix) 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; (iiy) inducing such Person to use such Person’s influence with any government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist any Seller the Sellers in obtaining or retaining business for, or with, or directing business to, any Person; or (iiiz) where such payment would constitute a bribe, kickback or illegal or improper payment to assist any of the Sellers in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. Neither the Parent nor any Seller nor any representative of their representatives the Seller has offered or given, and neither and, to the Parent nor any Seller has Knowledge of any Seller’s Knowledge, no other Person that has offered or given on their Seller’s behalf, anything of value to: (a) any official of a Governmental Entity, any political party or official thereof, thereof or any candidate for political office; (b) any customer, payor customer or member of the governmentany Governmental Entity; or (c) 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, payor, customer or member of the government any Governmental Entity or any candidate for political office for the purpose of the following: (i) 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; (ii) inducing such Person to use such Person’s influence with any government or instrumentality thereof Governmental Entity to affect or influence any act or decision of such government or instrumentality Governmental Entity to assist any the Seller in obtaining or retaining business for, or with, or directing business to, any Person; or (iii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist any of the Sellers Seller in obtaining or retaining business for, or with, or directing business to, any Person.