Common use of No Illegal or Improper Transactions Clause in Contracts

No Illegal or Improper Transactions. Since January 1, 2009, neither the Company nor any of its Subsidiaries or any officer, director, employee, agent or Affiliate of the Company or its Subsidiaries on its behalf has offered, paid or agreed to pay to any Person (including any governmental official) or solicited, received or agreed to receive from any such Person, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for the Company or any of its Subsidiaries, (b) facilitating the purchase or sale of any product or service, or (c) avoiding the imposition of any fine or penalty, in any manner which is in violation of any applicable ordinance, regulation or law, the effect of which, individually or in the aggregate, would reasonably be expected to be materially adverse to the business, assets or financial condition of the Company or any of its Subsidiaries, taken as a whole. To the Company’s knowledge, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law. Neither the Company nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment in violation of applicable law.

No Illegal or Improper Transactions. Since January 1, 20092007, neither the Company nor any of its Subsidiaries or nor any officer, director, manager, member, employee, agent or Affiliate of the Company or its Subsidiaries on its behalf has offered, paid or agreed to pay to any Person person or entity (including any governmental official) or solicited, received or agreed to receive from any such Personperson or entity, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for the Company or any of its Subsidiaries, (b) facilitating the purchase or sale of any product or serviceCompany Product, or (c) avoiding the imposition of any fine or penalty, in each case of clauses (a) through (c), in any manner which is in violation of any applicable ordinance, regulation or lawLegal Requirement, the effect of which, individually or in the aggregate, has had or would reasonably be expected to be materially adverse to the business, assets or financial condition of have a Material Adverse Effect on the Company or any of and its Subsidiaries, Subsidiaries taken as a whole. To the Company’s knowledge, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable lawLegal Requirement described above. Neither the Company nor any of its Subsidiaries nor nor, to the Company’s knowledge, any officer, employee, contractor, subcontractor or agent of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in violation of applicable law18 U.S.C. § 1514A(a).

No Illegal or Improper Transactions. Since January 1, 2009During the five years prior to the date of this Agreement, neither the Company nor any of its Subsidiaries or nor, to the knowledge of the Company, any officer, director, employee, agent or Affiliate of the Company or its Subsidiaries on its behalf has offered, paid or agreed to pay to any Person person or entity (including any governmental official) or solicited, received or agreed to receive from any such Personperson or entity, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for the Company or any of its Subsidiaries, (b) facilitating the purchase or sale of any product or service, or (c) avoiding the imposition of any fine or penalty, in any manner which is in violation of any applicable ordinance, regulation or law, the effect of which, individually or in the aggregate, would reasonably be expected to be materially adverse to the business, assets or financial condition of the Company or any of its Subsidiaries, taken as have a wholeMaterial Adverse Effect. To the Company’s knowledge, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law. Neither the Company nor any of its Subsidiaries nor nor, to the Company’s knowledge, any officer, employee, contractor, subcontractor or agent of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in violation of applicable law18 U.S.C. § 1514A(a).

No Illegal or Improper Transactions. Since January 1, 20092002, neither the Company nor any of its Subsidiaries nor any Signing Shareholder or any officer, director, employee, agent or Affiliate of the Company or its Subsidiaries on its behalf has offered, paid or agreed to pay to any Person person or entity (including any governmental official) or solicited, received or agreed to receive from any such Personperson or entity, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for the Company or any of its Subsidiaries, (b) facilitating the purchase or sale of any product or service, or (c) avoiding the imposition of any fine or penalty, in any manner which is in violation of any applicable ordinance, regulation or law, the effect of which, individually or in the aggregate, would reasonably be expected to be materially adverse to the business, assets assets, prospects or financial condition of the Company or any of its Subsidiaries, taken as a whole. To the Company’s knowledge, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law. Neither the Company nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in violation of applicable law18 U.S.C. Sec. 1514A(a).

No Illegal or Improper Transactions. Since January 1, 20092002, neither no Stockholder or Company or, to the Company nor any of its Subsidiaries or Companies’ Knowledge any officer, director, employee, registered representative, agent or Affiliate of any of the Company or its Subsidiaries Companies on its behalf thereof has offered, paid or agreed to pay to any Person (including any governmental official) ), or solicited, received or agreed to receive from any such Person, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for the Company or any of its Subsidiariesa Company, (b) facilitating the purchase or sale of any product or service, or (c) avoiding the imposition of any fine or penalty, in each case with respect to items (a), (b) and/or (c), in any manner which is in violation of any applicable ordinance, regulation or law, the effect of which, individually or in the aggregate, would reasonably be expected to be materially adverse to have a Material Adverse Effect on the business, assets or financial condition of the Company or any of its SubsidiariesCompanies, taken as a whole. To the Company’s knowledgeCompanies’ Knowledge, no employee or registered representative of the any Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime crime, or the violation or possible violation of any applicable law, in each case, by any Company. Neither the Company nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent As of the date hereof, no Person has asserted or, to the Knowledge of Companies, has threatened to assert, any claim for any Proceeding, against any Company arising out of any discharge, demotion, suspension, threat, harassment or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated discrimination against an employee or registered representative of the such Company because of any act of such employee or any of its Subsidiaries registered representative described in the terms and conditions of employment in violation of applicable law18 U.S.C. § 1514A(a).

No Illegal or Improper Transactions. Since January 1, 20092007, neither the Company nor any of its Subsidiaries or any officer, director, employee, agent or Affiliate of the Company or its Subsidiaries on its behalf has offered, paid or agreed to pay to any Person person or entity (including any governmental official) or solicited, received or agreed to receive from any such Personperson or entity, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for the Company or any of its Subsidiaries, (b) facilitating the purchase or sale of any product or serviceCompany Product, or (c) avoiding the imposition of any fine or penalty, in any manner which is in violation of any applicable ordinance, regulation or lawLegal Requirement, the effect of which, individually or in the aggregate, would reasonably be expected to be materially adverse to the business, assets assets, or financial condition of the Company or any of its Subsidiaries, taken as a whole. To the Company’s knowledge, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable lawApplicable Law. Neither the Company nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in violation of applicable law18 U.S.C. § 1514A(a).