Common use of Improper Payments Clause in Contracts

Improper Payments. Except for non-cash gifts or transfers made in the ordinary course of business and not involving goods, services or items with a value of more than $250, to the knowledge of any officer of director of Seller (a) neither Seller, nor any officer, director, employee or agent of Seller in connection with the activities of Seller related to its Business, has at any time made or accepted gifts, gratuities, or payments in any other form, whether in cash, goods or services, to any persons or entities whatsoever, in payment for, or intended to encourage, or which resulted in or may have resulted in or had the effect of obtaining, encouraging or continuing the referral of persons or entities as customers of Seller's Business, or obtaining, encouraging or extending any contractual relationship, written or oral, for any of the same; nor, (b)with respect to the Business has Seller or any officer, director, employee or agent of Seller (i) entered into any arrangement, written or oral, under or pursuant to which bribes, kickbacks, rebates, payoffs or other forms of illegal or improper payments or remuneration have been or will be made, provided for or suffered, either directly, or indirectly through agents, brokers, distributors, dealers or other intermediaries, to any person or entity or (ii) made any illegal or improper contribution of monies, services or property to any political party, candidate or elected official for any purpose.

Improper Payments. Except for non-cash gifts or transfers made in the ordinary course of business and not involving goods, services or items with a value of more than $250, to the knowledge of any officer of director of Seller (a) neither Seller, nor any officer, director, employee or agent of Seller in connection with the activities of Seller related to its Business, has at any time made or accepted gifts, gratuities, or payments in any other form, whether in cash, goods or services, to any persons or entities whatsoever, in payment for, or intended to encourage, or which resulted in or may have resulted in or had the effect of obtaining, encouraging or continuing the referral of persons or entities as customers of Seller's Business, or obtaining, encouraging or extending any contractual relationship, written or oral, for any of the same; nor, (b)with with respect to the Business has Seller or any officer, director, employee or agent of Seller (i) entered into any arrangement, written or oral, under or pursuant to which bribes, kickbacks, rebates, payoffs or other forms of illegal or improper payments or remuneration have been or will be made, provided for or suffered, either directly, or indirectly through agents, brokers, distributors, dealers or other intermediaries, to any person or entity or (ii) made any illegal or improper contribution of monies, services or property to any political party, candidate or elected official for any purpose.

Improper Payments. Except for non-cash gifts or transfers made in the ordinary course of business and not involving goodsbusiness, services or items with a value of more than $250, to the knowledge of any officer of director of neither Seller (a) neither Seller, nor any officer, director, employee having management authority over any project or who may derive bonus or commission income from any project or agent of Seller in connection with the activities of Seller related to its BusinessSeller, has at any time made or accepted gifts, gratuities, or payments in any other form, whether in cash, goods or services, to any persons or entities whatsoever, in payment for, or intended to encourage, or which resulted in or may have resulted in or had the effect of obtaining, encouraging or continuing the referral of persons or entities as customers of any Seller's Businessbusiness, or obtaining, encouraging or extending any contractual relationship, written or oral, for any of the same; nor, (b)with respect to the Business nor has Seller or any officer, director, employee having management authority over any project or who may derive bonus or commission income from any project or agent of Seller (i) entered into any arrangement, written or oral, under or pursuant to which bribes, kickbacks, rebates, payoffs or other forms of illegal or improper payments or remuneration have been or will be made, provided for or suffered, either directly, or indirectly through agents, brokers, distributors, dealers or other intermediaries, to any person or entity or (ii) made any illegal or improper contribution of monies, services or property to any political party, candidate or elected official for any purpose.

Improper Payments. Except for non-cash gifts or transfers made in the ordinary course of business and not involving goods, services services, or items with a value of more than $250, to neither Seller nor the knowledge of any officer of director of Seller (a) neither SellerShareholder, nor any officer, director, employee employee, or agent of Seller in connection with the activities of Seller related to its BusinessSeller, has at any time made or accepted gifts, gratuities, or payments in any other form, whether in cash, goods goods, or services, to any persons or entities whatsoever, in payment for, or intended to encourage, or which resulted in or may have resulted in or had the effect of obtaining, encouraging encouraging, or continuing the referral of persons or entities as customers of the Seller's Businessbusiness, or obtaining, encouraging encouraging, or extending any contractual relationship, written or oral, for any of the same; nor, (b)with respect to nor has the Business has Seller or the Seller Shareholders or any officer, director, or, to the knowledge of Seller or Seller Shareholders, employee or agent of Seller (i) entered into any arrangement, written or oral, under or pursuant to which bribes, kickbacks, rebates, payoffs payoffs, or other forms of illegal or improper payments or remuneration have been or will be made, provided for or suffered, either directly, or indirectly through agents, brokers, distributors, dealers dealers, or other intermediaries, to any person or entity or (ii) made any illegal or improper contribution of monies, services services, or property to any political party, candidate candidate, or elected official for any purpose.

Improper Payments. Except for non-cash gifts or transfers made in the ordinary course of business and not involving goodsbusiness, services no Seller or items with a value of more than $250any manager, to the knowledge member, officer, or employee of any officer of director of Seller (a) neither Seller, nor having management authority over any officer, director, employee project or who may derive bonus or commission income from any project or agent of Seller in connection with the activities of Seller related to its Businessany Seller, has at any time made or accepted gifts, gratuities, or payments in any other 21471555v.18 form, whether in cash, goods goods, or services, to any persons or entities Persons whatsoever, in payment for, or intended to encourage, or which resulted in or may have resulted in or had the effect of obtaining, encouraging encouraging, or continuing the referral of persons or entities Persons as customers of any Seller's Businessbusiness, or obtaining, encouraging encouraging, or extending any contractual relationship, written or oral, for any of the same; nor, (b)with respect to the Business nor has any Seller or any officer, directormanager, member, or employee of any Seller having management authority over any project or who may derive bonus or commission income from any project or agent of any Seller (ia) entered into any arrangement, written or oral, under or pursuant to which bribes, kickbacks, rebates, payoffs payoffs, or other forms of illegal or improper payments or remuneration have been or will be made, provided for or suffered, either directly, or indirectly through agents, brokers, distributors, dealers dealers, or other intermediaries, to any person or entity Person or (iib) made any illegal or improper contribution of monies, services services, or property to any political party, candidate or elected official for any purpose.

Improper Payments. Except for non-cash gifts or transfers made in the ordinary course of business and not involving goods, services services, or items with a value of more than $250, to neither Sellers nor the knowledge of any officer of director of Seller (a) neither SellerCompany, nor any officer, director, employee employee, or agent of Seller in connection with the activities of Seller related to its BusinessCompany, has at any time made or accepted gifts, gratuities, or payments in any other form, whether in cash, goods goods, or services, to any persons or entities whatsoever, in payment for, or intended to encourage, or which resulted in or may have resulted in or had the effect of obtaining, encouraging encouraging, or continuing the referral of persons or entities as customers of Sellerthe Company's Businessbusiness, or obtaining, encouraging encouraging, or extending any contractual relationship, written or oral, for any of the same; nor, (b)with respect to nor has the Business has Seller Sellers or the Company or any officer, director, or, to the Knowledge of Sellers or Company, employee or agent of Seller Company (i) entered into any arrangement, written or oral, under or pursuant to which bribes, kickbacks, rebates, payoffs payoffs, or other forms of illegal or improper payments or remuneration have been or will be made, provided for or suffered, either directly, or indirectly through agents, brokers, distributors, dealers dealers, or other intermediaries, to any person or entity or (ii) made any illegal or improper contribution of monies, services services, or property to any political party, candidate candidate, or elected official for any purpose.

Improper Payments. Except for non-cash gifts or transfers made in the ordinary course of business and not involving goodsbusiness, services or items with a value of more than $250, to the knowledge of any officer of director of neither Seller (a) neither Seller, nor any officer, director, employee of Seller having management authority over any project or who may derive bonus or commission income from any project or agent of Seller in connection with the activities of Seller related to its BusinessSeller, has at any time made or accepted gifts, gratuities, or payments in any other form, whether in cash, goods or services, to any persons or entities whatsoever, in payment for, or intended to encourage, or which resulted in or may have resulted in or had the effect of obtaining, encouraging or continuing the referral of persons or entities as customers of any Seller's Businessbusiness, or obtaining, encouraging or extending any contractual relationship, written or oral, for any of the same; nor, (b)with respect to the Business nor has Seller or any officer, director, employee of Seller having management authority over any project or who may derive bonus or commission income from any project or agent of Seller (i) entered into any arrangement, written or oral, under or pursuant to which bribes, kickbacks, rebates, payoffs or other forms of illegal or improper payments or remuneration have been or will be made, provided for or suffered, either directly, or indirectly through agents, brokers, distributors, dealers or other intermediaries, to any person or entity or (ii) made any illegal or improper contribution of monies, services or property to any political party, candidate or elected official for any purpose.