Common use of Ethical Practices Clause in Contracts

Ethical Practices. Neither the Company nor any current or former officer, director, employee or representative thereof acting on behalf of the Company or any Seller has offered or given, and to the Knowledge of the Company and the Sellers, no Seller or any other Person acting on behalf of the Company or any Seller has offered or given on its behalf anything of value to: (i) any member or official of a Governmental Entity, any political party or official thereof, or any candidate for political office; (ii) any customer 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, member or official of any Governmental Entity or candidate for political office for the purpose of the following: (x) influencing any action or decision of such Person, in his or its official capacity, including a decision to fail to perform his or its official function; (y) inducing such Person to use his or its influence with any Governmental Entity affect or influence any act or decision of such Governmental Entity to assist the Company 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 in obtaining or retaining business for, or with, or directing business to, any Person. The business and operations of the Company have been conducted in compliance with all applicable Laws, except where the failure to comply has not had, and is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

Ethical Practices. Neither the Company nor any current or former officerIn each case, directorother than as permitted by all applicable Laws, employee or representative thereof acting on behalf none of the Company or any Subsidiary or, to the Knowledge of Seller and the Shareholders, any representative of the Company or any Subsidiary has offered or given, and to the Knowledge of the Company Seller and the SellersShareholders, no Seller Person has offered or any other Person acting given on behalf of the Company or any Seller has offered or given on its behalf Subsidiary, anything of value to: (i) any member or official of a Governmental Entityan Authority, any political party or official thereof, thereof or any candidate for political office; (ii) any customer or member of any Governmental EntityAuthority; 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, customer or member or official of any Governmental Entity Authority or any candidate for political office for the purpose of the following: (x) influencing any action or decision of such Person, in his or its such Person’s official capacity, including a decision to fail to perform his or its such Person’s official function; (y) inducing such Person to use his or its such Person’s influence with any Governmental Entity Authority to affect or influence any act or decision of such Governmental Entity Authority to assist the Company or any of 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 Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person. The business and operations of the Company have been conducted in compliance with all applicable Laws, except where the failure to comply has not had, and is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

Ethical Practices. Neither None of Seller, the Company nor Acquired Subsidiary or any current of their directors, officers and Employees have, and to Seller’s Knowledge, no joint venture partner of Seller, the Acquired Subsidiary or former officer, director, employee or representative thereof any other party acting on behalf of the Company or any Seller has offered or given, and to the Knowledge of the Company and the Sellers, no Seller or any other Person acting on behalf of the Company or any Seller has Acquired Subsidiary has, offered money or given on its behalf anything of value to: (ia) any member or official of a Governmental EntityBody, any political party or official thereof, or any candidate for political office; (iib) any customer or member of any Governmental EntityBody; or (iiic) 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, member or official of any a Governmental Entity Body or candidate for political office for the purpose of the following: (xi) illegally influencing any action or decision of such Person, in his his, her or its official capacity, including a decision to fail to perform his his, her or its official function; (yii) inducing such Person to use his his, her or its influence with any Governmental Entity Body to affect or influence any act or decision of such Governmental Entity government or instrumentality to assist Seller or the Company Acquired Subsidiary 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 Seller or the Company Acquired Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person. The business and operations of the Company have been conducted in compliance with all applicable Laws, except where the failure to comply has not had, and is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

Ethical Practices. Neither None of the Company nor Company, the Subsidiary Seller, any current of Seller’s Affiliates, or former officerany of their respective directors, directorofficers and employees has, employee and to Seller’s Knowledge, no joint venture partner of the Company, the Subsidiary or representative thereof any other party acting on behalf of the Company or any Seller has the Subsidiary has, offered or given, and to the Knowledge of the Company and the Sellers, no Seller or any other Person acting on behalf of the Company or any Seller has offered money or given on its behalf anything of value to: (ia) any member or official of a Governmental EntityBody, any political party or official thereof, or any candidate for political office; (iib) any customer or member of any Governmental EntityBody; or (iiic) 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, member or official of any a Governmental Entity Body or candidate for political office for the purpose of the following: (xi) illegally influencing any action or decision of such Person, in his his, her or its official capacity, including a decision to fail to perform his his, her or its official function; (yii) inducing such Person to use his his, her or its influence with any Governmental Entity Body to affect or influence any act or decision of such Governmental Entity government or instrumentality to assist the Company or the Subsidiary 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 the Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person. The business and operations of the Company have been conducted in compliance with all applicable Laws, except where the failure to comply has not had, and is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

Ethical Practices. Neither None of the Company nor Company, any current Subsidiary, any Seller, any of each Sellers’ Affiliates, or former officerany of their respective directors, directorofficers and employees has, employee and to Sellers’ Knowledge, no joint venture partner of the Company, any Subsidiary or representative thereof any other party acting on behalf of the Company or any Seller has Subsidiary has, offered or given, and to the Knowledge of the Company and the Sellers, no Seller or any other Person acting on behalf of the Company or any Seller has offered money or given on its behalf anything of value to: (ia) any member or official of a Governmental EntityBody, any political party or official thereof, or any candidate for political office; (iib) any customer or member of any Governmental EntityBody; or (iiic) 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, member or official of any a Governmental Entity Body or candidate for political office for the purpose of the following: (xi) illegally influencing any action or decision of such Person, in his his, her or its official capacity, including a decision to fail to perform his his, her or its official function; (yii) inducing such Person to use his his, her or its influence with any Governmental Entity Body to affect or influence any act or decision of such Governmental Entity government or instrumentality to assist the Company or any Subsidiary 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 Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person. The business and operations of the Company have been conducted in compliance with all applicable Laws, except where the failure to comply has not had, and is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.