No Illegal or Improper Transactions. Neither of the Company, nor any Shareholder nor any of the Company's directors or officers has, directly or indirectly, used funds or other assets of the Company, or made any promise or undertaking in such regard, for (a) illegal contributions, gifts, entertainment or other expenses relating to political activity; (b) illegal payments to or for the benefit of governmental officials or employees, whether domestic or foreign; (c) illegal payments to or for the benefit of any person, firm, corporation or other entity, or any director, officer, employee, agent or representative thereof; or (d) the establishment or maintenance of a secret or unrecorded fund; and there have been no false or fictitious entries made in the books or records of the Company.
Appears in 2 contracts
Samples: Merger Agreement (TMP Worldwide Inc), Merger Agreement (TMP Worldwide Inc)
No Illegal or Improper Transactions. Neither None of the Company, nor any Shareholder nor or any of the Company's directors directors, officers or officers employees has, directly or indirectly, indirectly used funds or other assets of the Company, or made any promise or undertaking in such regard, for (a) illegal contributions, gifts, entertainment or other expenses relating to political activity; (b) illegal payments to or for the benefit of governmental officials or employees, whether domestic or foreign; (c) illegal payments to or for the benefit of any person, firm, corporation or other entity, or any director, officer, employee, agent or representative thereof; or (d) the establishment or maintenance of a secret or unrecorded fund; and there have been no false or fictitious entries made in the books or records of the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (TMP Worldwide Inc), Stock Purchase Agreement (TMP Worldwide Inc)
No Illegal or Improper Transactions. Neither of the Company, nor any Shareholder nor any of the Company's directors or officers has, directly or indirectly, used funds or other assets of the Company, or made any promise or undertaking in such regard, for (a) illegal contributions, gifts, entertainment or other expenses relating to political activity; (b) illegal payments to or for the benefit of governmental officials or employees, whether domestic or foreign; (c) illegal payments to or for the benefit of any person, firm, corporation or other entity, or any director, officer, employee, agent or representative thereof; or (d) the establishment or maintenance of a secret or unrecorded fund; and there have been no false or fictitious entries made in the books or records of the Company.
Appears in 2 contracts
Samples: Merger Agreement (TMP Worldwide Inc), Merger Agreement (TMP Worldwide Inc)
No Illegal or Improper Transactions. Neither the Company nor, to the Company’s Knowledge, any director, officer or employee of the Company, nor any Shareholder nor any of the Company's directors or officers Company has, directly or indirectly, used funds or other assets Assets of the Company, or made any promise or undertaking in such regardregards, for (a) illegal contributions, gifts, entertainment or other expenses relating to political activity; , (b) illegal payments to or for the benefit of governmental officials or employees, whether domestic or foreign; , (c) illegal payments to or for the benefit of any person, firm, corporation or other entityPerson, or any director, officer, employee, agent or representative thereof; , or (d) the establishment or maintenance of a secret or unrecorded fund; , and there have been no false or fictitious entries made in the books or records of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medidata Solutions, Inc.)
No Illegal or Improper Transactions. Neither The Sellers have not and, to the knowledge of the CompanySellers, nor any Shareholder nor any none of the Company's directors Sellers’ directors, officers or officers employees has, directly or indirectly, used funds or other assets of the CompanyBusiness, or made any promise or undertaking in such regard, for (a) illegal contributions, gifts, entertainment or other expenses relating to political activity; (b) illegal payments to or for the benefit of governmental officials or employees, whether domestic or foreign; (c) illegal payments to or for the benefit of any person, firm, corporation or other entity, or any director, officer, employee, agent or representative thereof; or (d) the establishment or maintenance of a secret or unrecorded fund; and there have been no false or fictitious entries made in the books or records of the CompanyBusiness.
Appears in 1 contract
No Illegal or Improper Transactions. Neither None of the Company, nor any Shareholder nor Owner or any of the Company's directors managers, officers or officers employees has, directly or indirectly, used funds or other assets of the Company, or made any promise or undertaking in such regard, for (a) illegal contributions, gifts, entertainment or other expenses relating to political activity; (b) illegal payments to or for the benefit of governmental officials or employees, whether domestic or foreign; (c) illegal payments to or for the benefit of any person, firm, corporation or other entity, or any director, officer, employee, agent or representative thereof; or (d) the establishment or maintenance of a secret or unrecorded fund; and there have been no false or fictitious entries made in the books or records of the Company.
Appears in 1 contract
No Illegal or Improper Transactions. Neither of the Company, nor any Shareholder the Company Indemnifying Parties nor any of the Company's directors their directors, officers or officers employees has, directly or indirectly, used funds or other assets of the Company, or made any promise or undertaking in such regard, for (a) illegal contributions, gifts, entertainment or other expenses relating to political activity; (b) illegal payments to or for the benefit of governmental officials or employees, whether domestic or foreign; (c) illegal payments to or for the benefit of any person, firm, corporation or other entity, or any director, officer, employee, agent or representative thereof; or (d) the establishment or maintenance of a secret or unrecorded fund; and there have been no false or fictitious entries made in the books or records of the Company.
Appears in 1 contract
Samples: Merger Agreement (Pivotal Corp)
No Illegal or Improper Transactions. Neither of the Company, nor any Shareholder Companies nor any of the Company's directors their respective directors, officers, employees, agents or officers hasAffiliates, have directly or indirectly, indirectly used funds or other assets of the Company, Companies or made any promise or undertaking in such regard, for (a) illegal contributions, gifts, entertainment or other expenses relating to political activity; (b) illegal payments to or for the benefit of governmental officials or employees, whether domestic or foreign; (c) illegal payments to or for the benefit of any person, firm, corporation or other entity, or any director, officer, employee, agent or representative thereof; or (d) the establishment or maintenance of a secret or unrecorded fundfund or (e) any other illegal payment; and there have been no false or fictitious entries made in the books or records of the CompanyCompanies with respect to any of the foregoing.
Appears in 1 contract
Samples: Stock Purchase Agreement (National Medical Health Card Systems Inc)