Inappropriate Payments Sample Clauses
The Inappropriate Payments clause prohibits parties from offering, giving, or receiving payments or benefits that are illegal, unethical, or intended to improperly influence business decisions. This typically covers actions such as bribery, kickbacks, or other forms of corrupt payments, and may require parties to comply with relevant anti-corruption laws and report any suspicious activity. Its core function is to ensure ethical conduct in business dealings and to protect both parties from legal and reputational risks associated with corrupt practices.
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Inappropriate Payments. To the Seller's knowledge, none of the Company or any other member of the Wider Group, the Seller or any of the current or former shareholders, directors, executives, officers, representatives, agents or employees of the Company or any other member of the Wider Group or the Seller (when acting in such capacity or otherwise on behalf of any member of the Wider Group or any of their predecessors): (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) has used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees; (iii) has violated or is violating any provision of PRC law regulating anti-bribery activities, as amended; (iv) has established or maintained, or is maintaining, any unlawful or unrecorded fund of corporate monies or other properties; (v) has made at any time since inception, any false or fictitious entries on the books and records of any member of the Wider Group; (vi) has made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature using corporate funds or otherwise on behalf of any member of the Wider Group; or (vii) has made any material favour or gift that is not deductible for federal or foreign income tax purposes using corporate funds or otherwise on behalf of any member of the Wider Group;
Inappropriate Payments. Since January 1, 2009, neither the Company, any Company Subsidiary nor, to the Knowledge of the Company, any officer, director, employee or agent acting on behalf of or for the benefit of any thereof, has, directly or indirectly, (i) paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past or present customers, past or present suppliers, contractors, referral sources or Third Party Payors to obtain business or payments from such person, other than in compliance with applicable Laws; (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, referral source, Third Party Payor or any other person; and (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent, where the contribution, payment or gift is or was illegal under applicable Laws.
Inappropriate Payments. To the knowledge of the Company, neither the Company, any Company Entity, nor any officer, director, employee or agent acting on behalf of or for the benefit of any thereof, has, directly or indirectly: (i) paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past or present customers, past or present suppliers, contractors, referral sources or Third Party Payors to obtain business or payments from such Person, other than in compliance with applicable Laws; (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, referral source, Third Party Payor or any other Person in violation of any applicable Law; or (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent, where the contribution, payment or gift is or was illegal under applicable Laws.
Inappropriate Payments. None of the TRW Participants nor, to the knowledge of TRW, any of their respective officers, directors, principal stockholders, employees, agents or representatives with respect to the Business has knowingly violated any law relating to bribery, kickbacks, illegal political contributions, payments from corporate funds to governmental officials, in their individual capacities, for the purpose of affecting their action or the action of the government they represent, to obtain favorable treatment in securing business or licenses or to obtain special concessions, or illegal payments from corporate funds to obtain or retain business.
Inappropriate Payments. Neither the Company, the Operating Subsidiaries, nor any employee, agent or representative of any of them has, directly or indirectly, made any bribes, kickbacks, illegal payments or illegal political contributions using Company nor any Operating Subsidiary funds or made any illegal payments from the Company's or the Operating Subsidiaries' funds to obtain or retain business.
Inappropriate Payments. Neither the Company, any Company Subsidiary nor, to the knowledge of the Company, any officer, director, employee or agent acting on behalf of or for the benefit of any thereof, has, directly or indirectly: (i) paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past or present customers, past or present suppliers, contractors or Third Party Payors of any Company Subsidiary to obtain business or payments from such person, other than in compliance with applicable Laws, negotiating the amount owed to any Company Subsidiary in the ordinary course of collecting amounts overdue; (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, Third Party Payor or any other person; and (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent, where the contribution, payment or gift is or was illegal under applicable Laws.
Inappropriate Payments. No such Seller, Company or Subsidiary nor, to the knowledge of such Seller, any of their respective officers, directors, employees, agents or representatives with respect to the Calmar Business, has violated any Applicable Law relating to bribery, kickbacks, illegal political contributions, payments from corporate funds to governmental officials, in their individual capacities, for the purpose of affecting their action or the action of the government they represent, to obtain favorable treatment in securing business or licenses or to obtain special concessions, or illegal payments from corporate funds to obtain or retain business.
Inappropriate Payments. Neither the Company nor, to the Knowledge of the Company, any agent acting on behalf of or for the benefit of any thereof, 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 suppliers, contractors or Third Party Payors of the Company to obtain business or payments from such person, other than in compliance with applicable Laws, negotiating the amount owed to the Company in the ordinary course of collecting amounts overdue; (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, supplier or potential supplier, contractor, Third Party Payor or any other person; (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 the contribution, payment or gift is or was illegal under applicable Laws; (iv) established or maintained any unrecorded fund or asset for any purpose, or made 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.
Inappropriate Payments. Neither the Company, its Subsidiaries nor any of their respective officers, directors, principal stockholders, employees, agents or representatives has made, directly or indirectly, with respect to the Company, its Subsidiaries or their respective business activities, any bribes or kickbacks, illegal political contributions, payments from corporate funds not recorded on the books and records of the Company or its Subsidiaries, payments from corporate funds to governmental officials, in their individual capacities, for the purpose of affecting their action or the action of the government they represent, to obtain favorable treatment in securing business or licenses or to obtain special concessions, or illegal payments from corporate funds to obtain or retain business.
Inappropriate Payments. Neither the Company, the Acquired Corporations, nor any Representative of any Acquired Corporation acting on behalf of an Acquired Corporation, has, directly or indirectly, made any bribes, kickbacks, illegal payments or illegal political contributions using Company or any Acquired Corporation funds or made any illegal payments from the Company's or the Acquired Corporations' funds to obtain or retain business.