Common use of No Illegal or Improper Transactions Clause in Contracts

No Illegal or Improper Transactions. Neither the Company nor any stockholder, officer or employee of the Company, has directly or indirectly used funds or other assets of the Company, or made any promise or undertaking in such regards, 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; (d) gifts, entertainment or other expenses that jeopardize the normal business relations between the Company and any of its customers; or (e) the establishment or maintenance of a secret or unrecorded fund. There have been no false or fictitious entries made in the books or records of the Company, and the Company has records that accurately and validly reflect transactions and accounting controls sufficient to insure that such transactions are (i) in all material respects executed in accordance with management's general or specific authorization and (ii) recorded in conformity with generally accepted accounting principles in the United States.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Equity Marketing Inc), Asset Purchase Agreement (Equity Marketing Inc)

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No Illegal or Improper Transactions. Neither the The Company has not, nor has any stockholderpartner, officer or employee of the Company, has directly or indirectly indirectly, used funds or other assets of the Company, or made any promise or undertaking in such regards, 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; (d) gifts, entertainment or other expenses that jeopardize the normal business relations between the Company and any of its customers; or (e) the establishment or maintenance of a secret or unrecorded fund. There have been no false or fictitious entries made in the books or records of the Company, and the Company has records that accurately and validly reflect its transactions and accounting controls sufficient to insure that such transactions are (i) in all material respects executed in accordance with its management's general or specific authorization and (ii) recorded in conformity with generally accepted accounting principles in the United States.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kellstrom Industries Inc)

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No Illegal or Improper Transactions. Neither the Company nor any stockholder, officer or employee of the Company, has directly or indirectly indirectly, used funds or other assets of the Company, or made any promise or undertaking in such regards, 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; (d) gifts, entertainment or other expenses that materially jeopardize the normal business relations between the Company and any of its customers; or (e) the establishment or maintenance of a secret or unrecorded fundfund which would violate any material Law. There have been no false or fictitious entries made in the books or records of the Company, and the Company has records that accurately and validly reflect transactions and accounting controls sufficient to insure that such transactions are (i) in all material respects executed in accordance with management's general or specific authorization and (ii) in all material respects recorded in conformity with generally accepted accounting principles in the United States.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kellstrom Industries Inc)

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