Common use of No Illegal or Improper Transactions Clause in Contracts

No Illegal or Improper Transactions. None of the Company, any Shareholder or any of the Company's directors, officers or 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 2 contracts

Samples: Stock Purchase Agreement (TMP Worldwide Inc), Stock Purchase Agreement (TMP Worldwide Inc)

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No Illegal or Improper Transactions. None Neither of the Company, nor any Shareholder or nor any of the Company's directors, directors or officers or 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: Merger Agreement (TMP Worldwide Inc), Merger Agreement (TMP Worldwide Inc)

No Illegal or Improper Transactions. None of Neither the Company, any Shareholder or nor any of the Company's directors, directors or officers or 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: Merger Agreement (TMP Worldwide Inc), Merger Agreement (TMP Worldwide Inc)

No Illegal or Improper Transactions. None Neither the Company nor any Subsidiary has, nor has any director, officer, employee, agent or affiliate of the Company, any Shareholder Company or any of the Company's directors, officers or employees hasSubsidiary, directly or indirectly indirectly, used funds or other assets of the CompanyCompany or any Subsidiary, or made any promise or undertaking in such regard, for (ai) illegal contributions, gifts, entertainment or other expenses relating to political activity; (bii) illegal payments to or for the benefit of governmental officials or employees, whether domestic or foreign; (ciii) illegal payments to or for the benefit of any person, firm, corporation or other entityPerson, or any director, officer, employee, agent agent, affiliate or representative thereof; or (div) the establishment or maintenance of a secret or unrecorded fund; and and, to the Knowledge of the Company, there have been no false or fictitious entries made in the books or records of the CompanyCompany or any Subsidiary.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Perini Corp), Securities Purchase Agreement (American International Group Inc)

No Illegal or Improper Transactions. None Neither the Company nor, to the Company’s Knowledge, any director, officer or employee of the Company, any Shareholder or any of the Company's directors, officers or employees Company has, directly or indirectly 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. None of Neither the Company, any Shareholder or Companies nor any of the Company's their respective directors, officers officers, employees, agents or employees hasAffiliates, have directly or 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)

No Illegal or Improper Transactions. None of the Company, any Shareholder or nor the Principals, nor to the knowledge of the Principals, any of the Company's directors, officers or 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 CompanyCompany with respect thereto.

Appears in 1 contract

Samples: Share Purchase Agreement (Lineo Inc)

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No Illegal or Improper Transactions. None of the Company, any Shareholder Owner or any of the Company's directorsmanagers, officers or 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 1 contract

Samples: Purchase Agreement (TMP Worldwide Inc)

No Illegal or Improper Transactions. None The Sellers have not and, to the knowledge of the CompanySellers, any Shareholder or any none of the Company's Sellers’ directors, officers or employees has, directly or indirectly 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

Samples: Asset Purchase Agreement (Monster Worldwide Inc)

No Illegal or Improper Transactions. None Neither the Company nor any of its directors, officers, employees, or, to the knowledge of the CompanyCompany and the Stockholders, any Shareholder agents or any of the Company's directorsAffiliates, officers or employees has, has directly or indirectly used funds or other assets of the Company, 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 foreignemployees of any Governmental Entity; (c) illegal payments to or for the benefit of, including the sharing of profits with, 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 CompanyCompany with respect to any of the foregoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Labranche & Co Inc)

No Illegal or Improper Transactions. None of Neither the Company, any Shareholder or the Company Indemnifying Parties nor any of the Company's their directors, officers or 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 1 contract

Samples: Merger Agreement (Pivotal Corp)

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