No Bribes, Illegal Payments Sample Clauses

No Bribes, Illegal Payments. Seller nor any general partner of Seller, or, to the best of Seller's knowledge, employee or agent of Seller, has directly or indirectly given or agreed to give any gift, contribution, payment, or similar benefit to any supplier, customer, governmental employee or other Person who was, is, or may be in a position to help or hinder Seller or any Facility (i) which could subject Seller or Purchaser to any damage or penalty in any civil, criminal, or governmental litigation or proceeding, or (ii) the non-continuation of which in the future could reasonably be expected to result in a material adverse effect on the business, operations, assets, prospects, or condition, financial or otherwise, of the Facilities.
Sample 1
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No Bribes, Illegal Payments. To the Knowledge of the Seller, no officer, partner, employee or agent of the any of the Curtxx Xxxties has directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental employee or other Person who was, is or may be in a position to help or hinder the Curtxx Xxxties, the Business or: (a) which could subject any of the Curtxx Xxxties or the Buyer to any damage or penalty in any Proceeding; or (b) the non-continuation of which in the future could result in a material adverse effect on the business, operations, assets, prospects or condition, financial or otherwise, of the Business or the Buyer. To the Knowledge of the Seller, no officer, partner, employee or agent of any of the Curtxx Xxxties has: (i) established or maintained any unrecorded fund or asset for any purpose; or (ii) made any false entries on any books or records furnished in connection herewith to the Buyer.
Sample 1
No Bribes, Illegal Payments. References to the Company in this Section 3.25 shall be deemed to include the Company and its Subsidiaries. Neither Sellers nor any officer, partner, employee or agent of the any of the Company has directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental employee or other person (a) which could subject the Company or the Buyer to any damage or penalty in any Proceeding; or (b) the non-continuation of which in the future could result in a material adverse effect on the business, operations, assets, or condition, financial or otherwise, of the Company or the Buyer.
Sample 1
No Bribes, Illegal Payments. Neither HCP nor any general partner of HCP, nor, to the best knowledge of HCP, any employee or agent of HCP, has directly or indirectly given or agreed to give any gift, contribution, payment, or similar benefit to any supplier, customer, governmental employee or other Person who was, is, or may be in a position to help or hinder HCP or any Facility (i) which could subject HCP, the Company or Merger Sub to any damage or penalty in any civil, criminal, or governmental litigation or proceeding, or (ii) the non-continuation of which in the future could reasonably be expected to result in a material adverse effect on the business, operations, assets, prospects, or condition, financial or otherwise, of HCP.
Sample 1
No Bribes, Illegal Payments. Neither Seller, nor any general partner of Seller, nor, to the best of Seller's knowledge, any employee or agent of Seller, has directly or indirectly given or agreed to give any gift, contribution, payment, or similar benefit to any supplier, customer, governmental employee or other Person who was, is, or may be in a position to help or hinder Seller or any Facility (i) which could subject Seller or Purchaser to any damage or penalty in any
Sample 1
No Bribes, Illegal Payments. To the Sellers' and Parent's Knowledge, no officer, partner, employee or agent of the any of the Sellers has directly or indirectly given or agreed to give any gift, contribution, payment or similar benefit to any supplier, customer, governmental employee or other Person who was, is or may be in a position to help or hinder any of the Sellers, the Business or which could subject any of the Sellers or the Buyer to any damage or penalty in any Proceeding. To the Knowledge of Sellers, no officer, partner, employee or agent of any of the Sellers has: (i) established or maintained any unrecorded fund or asset for any purpose; or (ii) made any knowingly false entries on any books or records furnished in connection herewith to the Buyer.
Sample 1

Related to No Bribes, Illegal Payments

  • No Illegal Payments None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, or (e) had any off-book bank or cash accounts or “slush funds.”

  • Illegal Payments Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of his actions for, or on behalf of, the Company: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

  • No Unlawful Payments Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

  • No Illegal Transactions Each of the Undersigned and each Holder has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party any information regarding the Transactions nor engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that the Undersigned was first contacted by either the Company, the Financial Advisor or any other person regarding the Aggregated Transactions, this Agreement or an investment in the Exchange Shares or the Company. Each of the Undersigned and the Holder covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it shall disclose to a third party any information regarding the Transactions or engage, directly or indirectly, in any transactions in the securities of the Company (including Short Sales) prior to the time the Aggregated Transactions are publicly disclosed by the Company. “Short Sales” include all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Exchange Act, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.7, subject to the Undersigned’s and each Holder’s compliance with their respective obligations under the U.S. federal securities laws and the Undersigned’s and such Holder’s respective internal policies, (a) “Undersigned” and “Holder” shall not be deemed to include any employees, subsidiaries, desks, groups or Affiliates of the Undersigned or the applicable Holder that are effectively walled off by appropriate “Fire Wall” information barriers approved by the Undersigned’s or such Holder’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Aggregated Transactions), and (b) the foregoing representations and covenants of this Section 2.7 shall not apply to any transaction by or on behalf of an Account that was effected without the advice or participation of, or such Account’s receipt of information regarding the Aggregated Transactions provided by, the Undersigned or the applicable Holder.

  • Unlawful Payments Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (A) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (B) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (C) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (D) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

  • Illegal or Unauthorized Payments; Political Contributions Neither the Company nor any of its Subsidiaries nor, to the best of the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.

  • Taxes on Payments As at the date of this Agreement all amounts payable by them hereunder in Dollars or in Euro may be made free and clear of and without deduction for or on account of any Taxation.

  • 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.

  • Rebate If a Borrower pays any additional amount under Clause 17.3, and a Finance Party subsequently receives a refund or allowance from any tax authority which that Finance Party identifies as being referable to that increased amount so paid by that Borrower, that Finance Party shall, as soon as reasonably practicable, pay to that Borrower an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the relevant deduction or withholding not been required to have been made. Nothing in this Clause 17.5 shall be interpreted as imposing any obligation on any Finance Party to apply for any refund or allowance nor as restricting in any way the manner in which any Finance Party organises its tax affairs, nor as imposing on any Finance Party any obligation to disclose to the Borrowers any information regarding its tax affairs or tax computations.

  • No Influence The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.

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