Common use of Ethical Practices Clause in Contracts

Ethical Practices. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any representative thereof has offered or given 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: (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 government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist the Company and its Subsidiaries 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 of its Subsidiaries in obtaining or retaining business for, or with, or directing business to, any Person. Neither the Company nor any of its Subsidiaries has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Stock Purchase Agreement (Resource America, Inc.)

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Ethical Practices. Neither the Company Group nor any of its Subsidiaries nor, to the Knowledge of the Company, any representative thereof has offered or given, and to the Company’s Knowledge no Person has offered or given on its 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: (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 government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist the Company and its Subsidiaries Group 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 any of the Company or any of its Subsidiaries Group in obtaining or retaining business for, or with, or directing business to, any Person. Neither the The Company nor any of its Subsidiaries Group has not accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Merger Agreement (Nauticus Robotics, Inc.)

Ethical Practices. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the No Company, any representative thereof Affiliates, or any of their respective directors, officers and employees has or any other party acting on behalf of the Company has, offered money or given anything of value to: (a) any official of a Governmental EntityBody, any political party or official thereof, or any candidate for political office; (b) any customer, payor customer or member of the governmentany Governmental Body; 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 Body or candidate for political office for the purpose of any of the following: (xi) 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; (yii) inducing such Person to use such Person’s his, her or its influence with any government or instrumentality thereof Governmental Body to affect or influence any act or decision of such government or instrumentality to assist the Company and its Subsidiaries in obtaining or retaining business for, or with, or directing business to, any Person; or (ziii) where such payment or thing of value would constitute a bribe, kickback or illegal or improper payment or gift to assist the Company or any of its Subsidiaries in obtaining or retaining business for, or with, or directing business to, any Person. Neither the Company nor any of its Subsidiaries has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Share Purchase Agreement (Century Casinos Inc /Co/)

Ethical Practices. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any authorized representative thereof has offered or given, and the Seller Parties have no Knowledge of any Person that has offered or given on its behalf, anything of value to: (a) any official of a Governmental Entitygovernment entity, any political party or official thereof, or any candidate for political office; (b) any customer, payor customer 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: (xi) 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; (yii) inducing such Person to use such Person’s his or its influence with any government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist the Company and its Subsidiaries in obtaining or retaining business for, or with, or directing business to, any Person; or (ziii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist the Company or any of its Subsidiaries in obtaining or retaining business for, or with, or directing business to, any Person. Neither the Company nor any of its Subsidiaries has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Securities Purchase Agreement (Repay Holdings Corp)

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Ethical Practices. Neither In conducting the Company nor any of its Subsidiaries norOperations, neither Seller or, to the Knowledge of the Companyeach Seller’s Knowledge, any representative thereof its respective directors, officers or employees, has offered money or given anything of value to: (a) any official of a Governmental EntityBody, any political party or official thereof, or any candidate for political office; (b) any customer, payor customer or member of the governmentany Governmental Body; 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 Body or candidate for political office for the purpose of the following: (xi) 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; (yii) inducing such Person to use such Person’s his, her or its influence with any government or instrumentality thereof Governmental Body to affect or influence any act or decision of such government or instrumentality to assist the Company and its Subsidiaries any Seller in obtaining or retaining business for, or with, or directing business to, any Person; or (ziii) where such payment or thing of value would constitute a bribe, kickback or illegal or improper payment or gift to assist the Company or any of its Subsidiaries Seller in obtaining or retaining business for, or with, or directing business to, any Person. Neither the Company nor any of its Subsidiaries has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Asset Purchase Agreement (Monro, Inc.)

Ethical Practices. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any representative thereof has offered or given, and neither the Company nor any Seller has Knowledge of any Person that has offered or given on their behalf, anything of 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: (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 government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist the Company and its Subsidiaries 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 of its Subsidiaries in obtaining or retaining business for, or with, or directing business to, any Person. Neither the Company nor any of its Subsidiaries has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Asset Purchase Agreement (Addus HomeCare Corp)

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