Common use of Gratuitous Payments Clause in Contracts

Gratuitous Payments. Neither Seller nor any Shareholder, director, or officer of Seller, nor to Seller's knowledge any employee or agent acting on behalf of or for the benefit of Seller or any Shareholder, has directly or indirectly (i) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past or present customers, past or present patients, past or present suppliers, contractors or third party payors of Seller in order to obtain business or payments from such persons, other than entertainment activities in the ordinary and lawful course of business; (ii) given or agreed to give, or is aware that there has been made or that there is any agreement to make, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, patient or potential patient, supplier or potential supplier, contractors, third party payor or any other person other than in connection with promotional or entertainment activities in the ordinary and lawful course of business; (iii) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of the United States or under the laws of any state thereof or any other jurisdiction (foreign or domestic) under which such payment, contribution or gift was made; (iv) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on any of its books or records for any reason or (v) made, or agreed to make, or is aware that there has been made or that there is any agreement to make, any payment to any person with the intention or understanding that any part of such payment would be used for any purpose other than that described in the documents supporting such payment.

Gratuitous Payments. Neither Seller the Companies, Subsidiaries, nor any Shareholderof the directors, directormembers, executives, independent contractors or officer employees of Sellerthe Companies or Subsidiaries, nor to Seller's knowledge any employee or agent agents acting on behalf of or for the benefit of Seller the Companies or any ShareholderSubsidiaries, directly or indirectly, has directly or indirectly (i) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past or present customers, past or present patients, past or present suppliers, contractors customers or third party payors of Seller the Companies, Subsidiaries, or potential customers of the Companies or Subsidiaries in order to obtain business or payments from such personscustomers, other than entertainment activities in the ordinary standard pricing or discount arrangements consistent with proper legal and lawful course of business; business practices, (ii) given given, or agreed to give, or is aware that there has been made made, or that there is any an agreement to make, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, patient or potential patient, supplier or potential supplier, contractors, third party payor payor, supplier, source of financing, landlord, sub-tenant, licensee or any other person anyone else other than in connection with promotional or entertainment activities in the ordinary consistent with proper legal and lawful course of business; business practices, (iii) made made, or has agreed to make, or is aware that there has been made made, or that there is any agreement to make, any contributionillegal political contribution or gift, payment or gift any contributions, payments or gifts of its funds or property to, or for the private use of, any governmental official, employee or agent agent, where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of the United States States, or under the laws of any state thereof or any other jurisdiction (foreign or domestic) under which such payment, contribution payment or gift was made; , (iv) established or maintained any unrecorded fund or asset for any purpose purpose, or has made any false or artificial entries on any of its books or records for any reason or (v) made, or has agreed to make, or is aware that there has been made made, or that there is any agreement to make, any payment payments to any person with the intention or understanding that any part of such payment would was to be used for any purpose other than that described in the documents supporting such paymentthe payments. No notice or claim inconsistent with the representations in this Section 5.21 has been received by the Companies or Subsidiaries.

Gratuitous Payments. Neither Seller No Corporation nor any Shareholdershareholder, director, or officer of Sellersuch Corporation, nor to Sellersuch Corporation's knowledge any employee or agent acting on behalf of or for the benefit of Seller such Corporation or any ShareholderSeller, has directly or indirectly (i) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past or present customers, past or present patients, past or present suppliers, contractors or third party payors of Seller any Corporation in order to obtain business or payments from such persons, other than entertainment activities in the ordinary and lawful course of business; (ii) given or agreed to give, or is aware that there has been made or that there is any agreement to make, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, patient or potential patient, supplier or potential supplier, contractors, third party payor or any other person other than in connection with promotional or entertainment activities in the ordinary and lawful course of business; (iii) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of the United States or under the laws of any state thereof or any other jurisdiction (foreign or domestic) under which such payment, contribution or gift was made; (iv) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on any of its books or records for any reason or (v) made, or agreed to make, or is aware that there has been made or that there is any agreement to make, any payment to any person with the intention or understanding that any part of such payment would be used for any purpose other than that described in the documents supporting such payment.

Gratuitous Payments. Neither Seller nor any ShareholderSeller, Shareholders, a director, or an officer of Seller, nor to Seller's knowledge any employee or agent acting on behalf of or for the benefit of Seller or any Shareholder, has directly or indirectly (i) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past or present customers, past or present patients, past or present suppliers, contractors or third party payors of Seller in order to obtain business or payments from such persons, other than entertainment activities in the ordinary and lawful course of business; (ii) given or agreed to give, or is aware that there has been made or that there is any agreement to make, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, patient or potential patient, supplier or potential supplier, contractorscontractor, third party payor or any other person other than in connection with promotional or entertainment activities in the ordinary and lawful course of business; (iii) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of the United States or under the laws of any state thereof or any other jurisdiction (foreign or domestic) under which such payment, contribution or gift was made; (iv) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on any of its books or records for any reason or (v) made, or agreed to make, or is aware that there has been made or that there is any agreement to make, any payment to any person with the intention or understanding that any part of such payment would be used for any purpose other than that described in the documents supporting such payment.

Gratuitous Payments. Neither the Seller Entity nor any Shareholder, director, or officer of Seller, nor to Seller's knowledge any employee or authorized agent acting on behalf of or for the benefit of the Seller or any ShareholderEntity, has directly or indirectly (i) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past or present customers, past or present patients, past or present suppliers, contractors or third party payors of the Seller Entity in order to obtain business or payments from such personsPersons, other than entertainment activities in the ordinary and lawful course of business; , (ii) given or agreed to give, or is aware that there has been made or that there is any agreement to make, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, patient or potential patient, supplier or potential supplier, contractors, third party payor or any other person Person other than in connection with promotional or entertainment activities expenses in the ordinary and lawful course of business; , (iii) made or agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of the United States or under the laws of any state thereof or any other jurisdiction (foreign or domestic) Laws under which such payment, contribution or gift was made; , (iv) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on any of its books or records for any reason or reason, (v) made, or agreed to make, or is aware that there has been made or that there is any agreement to make, any payment to any person Person with the intention or understanding that any part of such payment would be used for any purpose other than that described in the documents supporting such payment, or (vi) paid or offered to pay any illegal remuneration for any referral in violation of any applicable anti-kickback Laws, including 42 U.S.C. § 1320a-7b(b) (known as “Federal Health Care Programs Anti-Kickback Statute”) or any applicable state anti-kickback law.

Gratuitous Payments. Neither Solely as it relates to the Business, neither Seller nor any Shareholderof the directors, directorofficers or employees of, to Seller’s knowledge, or officer of Seller, nor to Seller's knowledge any employee or agent agents acting on behalf of or for the benefit of Seller Seller, directly or any Shareholderindirectly, has directly or indirectly (ia) offered or paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past or present customers, past or present patients, past or present suppliers, contractors customers or third party payors of Seller or potential customers of Seller in order to obtain business or payments from such personscustomers, other than entertainment activities standard pricing or discount arrangements consistent with proper legal and business practices in the ordinary and lawful course violation of business; applicable law, (iib) given given, or agreed to give, or is aware that there has been made made, or that there is any an agreement to make, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, patient or potential patient, supplier or potential supplier, contractors, third party payor payor, supplier, source of financing, landlord, sub-tenant, licensee or any other person anyone else other than in connection with promotional or entertainment activities consistent with proper legal and business practices in the ordinary and lawful course violation of business; applicable law, (iiic) made made, or has agreed to make, or is aware that there has been made made, or that there is any agreement to make, any contributionillegal political contribution or gift, payment or gift any illegal contributions, payments or gifts of its funds or property to, or for the private use of, any governmental official, employee or agent agent, where either the contribution, payment or gift or the purpose of such contribution, payment or gift is or was illegal under the laws Laws and Regulations of the United States States, or under the laws Laws or Regulations of any state thereof or any other jurisdiction (foreign or domestic) under which such payment, contribution payment or gift was made; made or (ivd) established or maintained any unrecorded fund or asset for any purpose illegal purpose, or has willfully made any false or artificial entries on in any of its books or records for any reason illegal reason. No written notice or (v) made, or agreed to make, or is aware that there claim inconsistent with the representations in this Section 2.18 has been made or that there is any agreement to make, any payment to any person with the intention or understanding that any part of such payment would be used for any purpose other than that described in the documents supporting such paymentreceived by Seller.