Common use of Ethical Practices Clause in Contracts

Ethical Practices. Neither Semotus nor any of its representatives has at any time offered or given, and Semotus does not have any Knowledge of any Person that has at any time offered or given on its behalf, anything of value to: (a) any official or member of a Governmental Entity, any political party or official thereof or any candidate for political office; (b) any customer or potential customer or any director, officer, employee, agent, representative or Affiliate of any customer or potential customer or any person who may otherwise be able to exert influence over any customer or potential customer; 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 or member of 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 or otherwise, including a decision to fail to perform such Person's official function; (ii) inducing such Person to use such Person's influence with any Governmental Entity or with any customer (potential or otherwise) to affect or influence any act or decision of such Governmental Entity or such customer (potential or otherwise), as applicable, to assist Semotus in obtaining or retaining business for, with, or directing business to, any Person, including Semotus and its Affiliates; or (iii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist Flint in obtaining or retaining business for, with, or directing business to, any Person.

Appears in 1 contract

Samples: Contribution Agreement (Semotus Solutions Inc)

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Ethical Practices. Neither Semotus nor None of the Company, any Subsidiary, any Seller, any of its representatives has at each Sellers’ Affiliates, or any time offered or givenof their respective directors, officers and employees has, and Semotus does not have to Sellers’ Knowledge, no joint venture partner of the Company, any Knowledge Subsidiary or any other party acting on behalf of the Company or any Person that has at any time Subsidiary has, offered money or given on its behalf, anything of value to: (a) any official or member of a Governmental EntityBody, any political party or official thereof thereof, or any candidate for political office; (b) any customer or potential customer or any director, officer, employee, agent, representative or Affiliate member of any customer or potential customer or any person who may otherwise be able to exert influence over any customer or potential customerGovernmental 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 or customer, member of any a Governmental Entity Body or any 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 or otherwisecapacity, 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 Governmental Entity or with any customer (potential or otherwise) Body to affect or influence any act or decision of such Governmental Entity government or such customer (potential or otherwise), as applicable, instrumentality to assist Semotus the Company or any Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person, including Semotus and its Affiliates; or (iii) where such payment or thing of value would constitute a bribe, kickback or illegal or improper payment or gift to assist Flint the Company or any Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Samples: Share Purchase Agreement (American Tire Distributors Holdings, Inc.)

Ethical Practices. Neither Semotus nor In each case, other than as permitted by all applicable Laws, none of the Company or any Subsidiary or, to the Knowledge of its representatives Seller and the Shareholders, any representative of the Company or any Subsidiary has at any time offered or given, and Semotus does not have any to the Knowledge of any Seller and the Shareholders, no Person that has at any time offered or given on its behalfbehalf of the Company or any Subsidiary, anything of value to: (ai) any official or member of a Governmental Entityan Authority, any political party or official thereof or any candidate for political office; (bii) any customer or potential customer or any director, officer, employee, agent, representative or Affiliate member of any customer or potential customer or any person who may otherwise be able to exert influence over any customer or potential customerAuthority; 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 or member of any Governmental Entity Authority or any candidate for political office for the purpose of the following: (ix) influencing any action or decision of such Person, in such Person's ’s official capacity or otherwisecapacity, including a decision to fail to perform such Person's ’s official function; (iiy) inducing such Person to use such Person's ’s influence with any Governmental Entity or with any customer (potential or otherwise) Authority to affect or influence any act or decision of such Governmental Entity or such customer (potential or otherwise), as applicable, Authority to assist Semotus the Company or any of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person, including Semotus and its Affiliates; or (iiiz) where such payment would constitute a bribe, kickback or illegal or improper payment to assist Flint 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 and Sale Agreement (Amtech Systems Inc)

Ethical Practices. Neither Semotus nor None of the Company, the Subsidiary Seller, any of its representatives has at Seller’s Affiliates, or any time offered or givenof their respective directors, officers and employees has, and Semotus does not have to Seller’s Knowledge, no joint venture partner of the Company, the Subsidiary or any Knowledge other party acting on behalf of any Person that has at any time the Company or the Subsidiary has, offered money or given on its behalf, anything of value to: (a) any official or member of a Governmental EntityBody, any political party or official thereof thereof, or any candidate for political office; (b) any customer or potential customer or any director, officer, employee, agent, representative or Affiliate member of any customer or potential customer or any person who may otherwise be able to exert influence over any customer or potential customerGovernmental 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 or customer, member of any a Governmental Entity Body or any 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 or otherwisecapacity, 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 Governmental Entity or with any customer (potential or otherwise) Body to affect or influence any act or decision of such Governmental Entity government or such customer (potential or otherwise), as applicable, instrumentality to assist Semotus the Company or the Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person, including Semotus and its Affiliates; or (iii) where such payment or thing of value would constitute a bribe, kickback or illegal or improper payment or gift to assist Flint the Company or the Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Samples: Share Purchase Agreement (American Tire Distributors Holdings, Inc.)

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Ethical Practices. Neither Semotus AXLX nor any of its representatives has at any time offered or given, and Semotus AXLX does not have any Knowledge of any Person that has at any time offered or given on its behalf, anything of value to: (a) any official or member of a Governmental Entity, any political party or official thereof or any candidate for political office; (b) any customer or potential customer or any director, officer, employee, agent, representative or Affiliate of any customer or potential customer or any person who may otherwise be able to exert influence over any customer or potential customer; 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 or member of 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 ’s official capacity or otherwise, including a decision to fail to perform such Person's ’s official function; (ii) inducing such Person to use such Person's ’s influence with any Governmental Entity or with any customer (potential or otherwise) to affect or influence any act or decision of such Governmental Entity or such customer (potential or otherwise), as applicable, to assist Semotus AXLX in obtaining or retaining business for, with, or directing business to, any Person, including Semotus AXLX and its Affiliates; or (iii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist Flint VOIP in obtaining or retaining business for, with, or directing business to, any Person.

Appears in 1 contract

Samples: Contribution Agreement

Ethical Practices. Neither Semotus Flint nor Parent, nor any of its representatives has at any time offered or given, and Semotus Flint does not have any Knowledge of any Person that has at any time offered or given on its behalf, anything of value to: (a) any official or member of a Governmental Entity, any political party or official thereof or any candidate for political office; (b) any customer or potential customer or any director, officer, employee, agent, representative or Affiliate of any customer or potential customer or any person who may otherwise be able to exert influence over any customer or potential customer; 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 or member of 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 or otherwise, including a decision to fail to perform such Person's official function; (ii) inducing such Person to use such Person's influence with any Governmental Entity or with any customer (potential or otherwise) to affect or influence any act or decision of such Governmental Entity or such customer (potential or otherwise), as applicable, to assist Semotus Flint in obtaining or retaining business for, with, or directing business to, any Person, including Semotus Flint and its Affiliates; or (iii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist Flint in obtaining or retaining business for, with, or directing business to, any Person.

Appears in 1 contract

Samples: Contribution Agreement (Semotus Solutions Inc)

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