Improper Payments. Except for such matters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Company Material Adverse Effect: (a) no funds, assets or properties of the Company or its Affiliates have been used or offered for illegal purposes; (b) no accumulation or use of any funds, assets or properties of the Company or its Affiliates has been made without being properly accounted for in the financial books and records of the Company or its Affiliates; (c) all payments by or on behalf of the Company or its Affiliates have been duly and properly recorded and accounted for in their financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company and its Affiliates; (d) the Company has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with management’s general or specific authorization; (e) neither the Company nor any of its Affiliates, nor any director, officer, agent, employee or other Person associated with or acting on behalf of the Company or its Affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, (ii) made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder of a Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing or (iii) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the Company’s or its Affiliates’ businesses; (f) none of the Company, any of its Affiliates or any agent of any of them has received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; and (g) the Company has no Knowledge that any payment made to a Person would be or has thereafter been offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.
Appears in 4 contracts
Samples: Merger Agreement (Ceres Ventures, Inc.), Merger Agreement (12th Street Financial, LLC), Merger Agreement (Harborview Master Fund Lp)
Improper Payments. Except for such matters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Company Parent Material Adverse Effect: (a) no funds, assets or properties of the Company Parent or its Affiliates have been used or offered for illegal purposes; (b) no accumulation or use of any funds, assets or properties of the Company Parent or its Affiliates has been made without being properly accounted for in the financial books and records of the Company Parent or its Affiliates; (c) all payments by or on behalf of the Company Parent or its Affiliates have been duly and properly recorded and accounted for in their financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company Parent and its Affiliates; (d) the Company Parent has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with management’s general or specific authorization; (e) neither the Company Parent nor any of its Affiliates, nor any director, officer, agent, employee or other Person associated with or acting on behalf of the Company Parent or its Affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, (ii) made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder of a Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing or (iii) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the CompanyParent’s or its Affiliates’ businesses; (f) none of the CompanyParent, any of its Affiliates or any agent of any of them has received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; and (g) the Company Parent has no Knowledge that any payment made to a Person would be or has thereafter been offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.
Appears in 3 contracts
Samples: Merger Agreement (12th Street Financial, LLC), Merger Agreement (Harborview Master Fund Lp), Merger Agreement (Hepalife Technologies Inc)
Improper Payments. Except for such matters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Company an Internet America Material Adverse Effect: (a) no funds, assets or properties of the Company Internet America or its Affiliates have been used or offered for illegal purposes; (b) no accumulation or use of any funds, assets or properties of the Company Internet America or its Affiliates has been made without being properly accounted for in the financial books and records of the Company Internet America or its Affiliates; (c) all payments by or on behalf of the Company Internet America or its Affiliates have been duly and properly recorded and accounted for in their financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company Internet America and its Affiliates; (d) the Company Internet America has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with management’s general or specific authorization; (e) neither the Company Internet America nor any of its Affiliates, nor any director, officer, agent, employee or other Person associated with or acting on behalf of the Company Internet America or its Affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, (ii) made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder of a Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing or (iii) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the CompanyInternet America’s or its Affiliates’ businesses; (f) none of the CompanyInternet America, any of its Affiliates or any agent of any of them has received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; and (g) the Company Internet America has no Knowledge that any payment made to a Person would be or has thereafter been offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.
Appears in 2 contracts
Samples: Merger Agreement (KeyOn Communications Holdings Inc.), Merger Agreement (Internet America Inc)
Improper Payments. Except for such matters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Company KeyOn Material Adverse Effect: (a) no funds, assets or properties of the Company KeyOn or its Affiliates have been used or offered for illegal purposes; (b) no accumulation or use of any funds, assets or properties of the Company KeyOn or its Affiliates has been made without being properly accounted for in the financial books and records of the Company KeyOn or its Affiliates; (c) all payments by or on behalf of the Company KeyOn or its Affiliates have been duly and properly recorded and accounted for in their financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company KeyOn and its Affiliates; (d) the Company KeyOn has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with management’s general or specific authorization; (e) neither the Company KeyOn nor any of its Affiliates, nor any director, officer, agent, employee or other Person associated with or acting on behalf of the Company KeyOn or its Affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, (ii) made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder of a Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing or (iii) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the CompanyKeyOn’s or its Affiliates’ businesses; (f) none of the CompanyKeyOn, any of its Affiliates or any agent of any of them has received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; and (g) the Company KeyOn has no Knowledge that any payment made to a Person would be or has thereafter been offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.
Appears in 2 contracts
Samples: Merger Agreement (KeyOn Communications Holdings Inc.), Merger Agreement (Internet America Inc)
Improper Payments. Except for such matters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Company Grey Wolf Material Adverse Effect: (a) no funds, assets or properties of the Company Grey Wolf or its Affiliates have been used or offered for illegal purposes; (b) no accumulation or use of any funds, assets or properties of the Company Grey Wolf or its Affiliates has been made without being properly accounted for in the financial books and records of the Company Grey Wolf or its Affiliates; (c) all payments by or on behalf of the Company Grey Wolf or its Affiliates have been duly and properly recorded and accounted for in their financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company Grey Wolf and its Affiliates; (d) the Company Grey Wolf has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with management’s general or specific authorization; (e) neither the Company Grey Wolf nor any of its Affiliates, nor any director, officer, agent, employee or other Person associated with or acting on behalf of the Company Grey Wolf or its Affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, (ii) made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder of a Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing or (iii) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the CompanyGrey Wolf’s or its Affiliates’ businesses; (f) none of the CompanyGrey Wolf, any of its Affiliates or any agent of any of them has received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; and (g) the Company Grey Wolf has no Knowledge knowledge that any payment made to a Person would be or has thereafter been offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.
Appears in 2 contracts
Samples: Merger Agreement (Grey Wolf Inc), Merger Agreement (Basic Energy Services Inc)
Improper Payments. Except for such matters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Company Basic Material Adverse Effect: (a) no funds, assets or properties of the Company Basic or its Affiliates have been used or offered for illegal purposes; (b) no accumulation or use of any funds, assets or properties of the Company Basic or its Affiliates has been made without being properly accounted for in the financial books and records of the Company Basic or its Affiliates; (c) all payments by or on behalf of the Company Basic or its Affiliates have been duly and properly recorded and accounted for in their financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company Basic and its Affiliates; (d) the Company Basic has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with management’s general or specific authorization; (e) neither the Company Basic nor any of its Affiliates, nor any director, officer, agent, employee or other Person associated with or acting on behalf of the Company Basic or its Affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, (ii) made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder of a Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing or (iii) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the CompanyBasic’s or its Affiliates’ businesses; (f) none of the CompanyBasic, any of its Affiliates or any agent of any of them has received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; and (g) the Company Basic has no Knowledge knowledge that any payment made to a Person would be or has thereafter been offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.
Appears in 2 contracts
Samples: Merger Agreement (Grey Wolf Inc), Merger Agreement (Basic Energy Services Inc)
Improper Payments. Except for such matters that, individually or in the aggregate, have not had or caused and as would not be material to the Parent (including any costs incurred or reasonably be expected to have be incurred by Parent or cause a Company Material Adverse Effect: any Parent Subsidiary with respect to the foregoing), (ai) no funds, assets or properties of the Company Parent or any of its Affiliates Subsidiaries have been used or offered for illegal purposes; , (bii) no accumulation or use of any funds, assets or properties none of the Company Parent or its Affiliates has been made without being properly accounted for in the financial books and records of the Company or its Affiliates; (c) all payments by or on behalf of the Company or its Affiliates have been duly and properly recorded and accounted for in their financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company and its Affiliates; (d) the Company has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with management’s general or specific authorization; (e) neither the Company nor any of its Affiliates, nor Subsidiaries or any director, officer, agentrepresentative, agent or employee or other Person associated with or acting on behalf of the Company Parent or any of its Affiliates, Subsidiaries: (A) has (i) used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, ; (iiB) has made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder of a Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing foregoing; or (iiiC) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the Company’s business of the Parent or any of its Affiliates’ businesses; Subsidiaries, (fiii) none of the Company, Parent or any of its Affiliates Subsidiaries or any director, officer, representative, agent or employee of the Parent or any of them its Subsidiaries has received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; Persons and (giv) the Company Parent has no Knowledge knowledge that any payment made to a Person would be be, or has thereafter been been, offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.
Appears in 2 contracts
Samples: Merger Agreement (Cameron International Corp), Merger Agreement (Natco Group Inc)
Improper Payments. Except for such matters that, individually or in the aggregate, have not had or caused and as would not be material to the Company (including any costs incurred or reasonably be expected to have be incurred by the Company or cause a any Company Material Adverse Effect: Subsidiary with respect to the foregoing), (ai) no funds, assets or properties of the Company or any of its Affiliates Subsidiaries have been used or offered for illegal purposes; , (bii) no accumulation or use of any funds, assets or properties none of the Company or its Affiliates has been made without being properly accounted for in the financial books and records of the Company or its Affiliates; (c) all payments by or on behalf of the Company or its Affiliates have been duly and properly recorded and accounted for in their financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company and its Affiliates; (d) the Company has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with management’s general or specific authorization; (e) neither the Company nor any of its Affiliates, nor Subsidiaries or any director, officer, agentrepresentative, agent or employee or other Person associated with or acting on behalf of the Company or any of its Affiliates, Subsidiaries: (A) has (i) used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, ; (iiB) has made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder of a Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing foregoing; or (iiiC) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the Company’s business of the Company or any of its Affiliates’ businesses; Subsidiaries, (fiii) none of the Company, Company or any of its Affiliates Subsidiaries or any director, officer, representative, agent or employee of the Company or any of them its Subsidiaries has received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; Persons and (giv) the Company has no Knowledge knowledge that any payment made to a Person would be be, or has thereafter been been, offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.
Appears in 2 contracts
Samples: Merger Agreement (Cameron International Corp), Merger Agreement (Natco Group Inc)
Improper Payments. Except for such matters that, individually or in the aggregate, have not had or caused and would could not reasonably be expected to have or cause a Company Material Adverse Effect: (a) no funds, assets or properties of any of the Company or its Companies and their respective Affiliates have been used or offered for illegal purposes; (b) no accumulation or use of any funds, assets or properties of any of the Company or its Companies and their respective Affiliates has been made without being properly accounted for in the its financial books and records of the Company or its Affiliatesrecords; (c) all payments by or on behalf of any of the Company or its Companies and their respective Affiliates have been duly and properly recorded and accounted for in their its financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company and its Affiliatesassets; (d) each of the Company Companies has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with management’s general or specific authorization; (e) neither none of the Company nor Companies and their respective Affiliates, or any of its Affiliatestheir respective directors, nor any directorofficers, officeragents, agentemployees, employee other associated Persons or other Person associated with or Persons acting on behalf of the Company or its Affiliatesany of them, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, (ii) made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder of a any Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing or (iii) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the Company’s or its respective businesses of each of the Companies and their respective Affiliates’ businesses; (f) none of the CompanyCompanies and their respective Affiliates, or any of its Affiliates or any agent of any of them their respective agents has received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; and (g) the Company has Companies have no Knowledge that any payment made to a Person would be or has thereafter been offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.
Appears in 1 contract
Samples: Merger Agreement (Rosewind CORP)
Improper Payments. Except for such matters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Company Material Adverse Effect: (a) no No funds, assets or properties of any of Parent, the Company or its Merger Subs and their respective Affiliates have been used or offered for illegal purposes; (b) no accumulation or use of any funds, assets or properties of any of Parent, the Company or its Merger Subs and their respective Affiliates has been made without being properly accounted for in the its financial books and records of the Company or its Affiliatesrecords; (c) all payments by or on behalf of any of Parent, the Company or its Merger Subs and their respective Affiliates have been duly and properly recorded and accounted for in their its financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company and its Affiliatesassets; (d) the Company Parent has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with management’s general or specific authorization; (e) neither none of Parent, the Company nor Merger Subs and their respective Affiliates, or any of its Affiliatestheir respective directors, nor any directorofficers, officeragents, agentemployees, employee other associated Persons or other Person associated with or Persons acting on behalf of the Company or its Affiliatesany of them, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, (ii) made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder of a any Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing or (iii) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the Company’s or its respective businesses of each of Parent, the Merger Subs and their respective Affiliates’ businesses; (f) none of Parent, the CompanyMerger Subs and their respective Affiliates, or any of its Affiliates or any agent of any of them has their respective agents received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; and (g) the Company Parent has no Knowledge that any payment made to a any Person would be or has thereafter been offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.
Appears in 1 contract
Samples: Merger Agreement (Rosewind CORP)
Improper Payments. Except for such matters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Company Material Adverse Effect: (a) no funds, assets or properties of the Company Parent or its Affiliates have been used or offered for illegal purposes; (b) no accumulation or use of any funds, assets or properties of the Company Parent or its Affiliates has been made without being properly accounted for in the financial books and records of the Company Parent or its Affiliates; (c) all payments by or on behalf of the Company Parent or its Affiliates have been duly and properly recorded and accounted for in their financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company Parent and its Affiliates; (d) the Company Parent has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with management’s general or specific authorization; (e) neither the Company Parent nor any of its Affiliates, nor any director, officer, agent, employee or other Person associated with or acting on behalf of the Company Parent or its Affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, (ii) made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder of a Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing or (iii) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the CompanyParent’s or its Affiliates’ businesses; (f) none of the CompanyParent, any of its Affiliates or any agent of any of them has received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; and (g) the Company Parent has no Knowledge that any payment made to a Person would be or has thereafter been offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.
Appears in 1 contract
Improper Payments. Except for such matters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Company Material Adverse Effect: (a) no No funds, assets or properties of the Company or its Affiliates have been used or offered for illegal purposes; (b) no . No accumulation or use of any funds, assets or properties of the Company or its Affiliates has been made without being properly accounted for in the financial books and records of the Company or its Affiliates; (c) all . All payments by or on behalf of the Company or its Affiliates have been duly and properly recorded and accounted for in their financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company and its Affiliates; (d) the . The Company has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with the management’s general or specific authorization; (e) neither . Neither the Company nor any of its Affiliates, nor any director, officer, or any agent, employee or other Person associated with or acting on behalf of the Company or its Affiliates, has (i) has used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, ; (ii) made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder of a Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing foregoing; or (iii) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the Company’s or its Affiliates’ businesses; (f) none of . In addition, neither the Company, Company nor any of its Affiliates or nor any agent of any of them has received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; and (g) the . The Company has no Knowledge knowledge that any payment made to a Person would be or has thereafter been offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Todco)
Improper Payments. Except for such matters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Company Precision Material Adverse Effect: (a) no funds, assets or properties of the Company Precision or its Affiliates have been used or offered for illegal purposes; (b) no accumulation or use of any funds, assets or properties of the Company Precision or its Affiliates has been made without being properly accounted for in the financial books and records of the Company Precision or its Affiliates; (c) all payments by or on behalf of the Company Precision or its Affiliates have been duly and properly recorded and accounted for in their financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company Precision and its Affiliates; (d) the Company Precision has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with management’s general or specific authorization; (e) neither the Company Precision nor any of its Affiliates, nor any trustee, director, officer, agent, employee or other Person associated with or acting on behalf of the Company Precision or its Affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, (ii) made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder shareholder of a Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing foregoing, (iii) violated or is in violation of any provision of the FCPA or any Applicable Laws, or (iiiiv) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the CompanyPrecision’s or its Affiliates’ businesses; (f) none of the CompanyPrecision, any of its Affiliates or any agent of any of them has received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; and (g) the Company Precision or PDC has no Knowledge knowledge that any payment made to a Person would be or has thereafter been offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.
Appears in 1 contract
Samples: Merger Agreement (Grey Wolf Inc)
Improper Payments. Except for such matters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Company Grey Wolf Material Adverse Effect: (a) no funds, assets or properties of the Company Grey Wolf or its Affiliates have been used or offered for illegal purposes; (b) no accumulation or use of any funds, assets or properties of the Company Grey Wolf or its Affiliates has been made without being properly accounted for in the financial books and records of the Company Grey Wolf or its Affiliates; (c) all payments by or on behalf of the Company Grey Wolf or its Affiliates have been duly and properly recorded and accounted for in their financial books and records and such books and records accurately and fairly reflect all transactions and dispositions of the assets of the Company Grey Wolf and its Affiliates; (d) the Company Grey Wolf has devised and maintained systems that provide reasonable assurances that transactions are and have been executed in accordance with management’s general or specific authorization; (e) neither the Company Grey Wolf nor any of its Affiliates, nor any director, officer, agent, employee or other Person associated with or acting on behalf of the Company Grey Wolf or its Affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or payment of anything of value relating to political activity, (ii) made any direct or indirect unlawful payment to any employee, agent, officer, director, representative or stockholder shareholder of a Governmental Authority or political party, or official or candidate thereof, or any immediate family member of the foregoing foregoing, (iii) violated or is in violation of any provision of the FCPA or any similar Applicable Laws or (iiiiv) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the conduct of the CompanyGrey Wolf’s or its Affiliates’ businesses; (f) none of the CompanyGrey Wolf, any of its Affiliates or any agent of any of them has received any bribes, kickbacks or other improper payments from vendors, suppliers or other Persons; and (g) the Company Grey Wolf has no Knowledge knowledge that any payment made to a Person would be or has thereafter been offered, given or provided to any foreign official, political party or official thereof, or to any candidate for public office.
Appears in 1 contract
Samples: Merger Agreement (Grey Wolf Inc)