Common use of No Illegal or Improper Transactions Clause in Contracts

No Illegal or Improper Transactions. To the Knowledge of the Company, since January 1, 2010, neither the Company nor any Subsidiary or any officer, director, employee, registered representative, agent or Affiliate of the Company or any Subsidiary on 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 Subsidiary; (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. To the Knowledge of the Company, no Employee or registered representative of the Company, any Subsidiary or any Investment Adviser affiliated with the Company 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, in each case, by the Company, any Subsidiary or any Investment Adviser affiliated with the Company. As of the date hereof, no Person to the Knowledge of the Company has asserted or has threatened to assert, any claim for any Proceeding, against the Company or any Subsidiary arising out of any discharge, demotion, suspension, threat, harassment or any discrimination against an employee or registered representative of such company because of any act of such Employee or registered representative described in 18 U.S.C. § 1514A(a).

No Illegal or Improper Transactions. To During the Knowledge five years prior to the date of the Company, since January 1, 2010this Agreement, neither the Company nor any Subsidiary or of its Subsidiaries nor, to the knowledge of the Company, any officer, director, employee, registered representative, agent or Affiliate of the Company or any Subsidiary its Subsidiaries on its behalf thereof 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 Subsidiary; 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 each case with respect to items (a), (b) and/or (c), in any manner which is in violation of any applicable ordinance, regulation or Lawlaw, the effect of which, individually or in the aggregate, would have a Material Adverse Effect. To the Knowledge Company’s knowledge, no employee of the Company, no Employee or registered representative of the Company, any Subsidiary Company or any Investment Adviser affiliated with the Company 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. Neither the Company nor any of its Subsidiaries nor, in each case, by to the Company’s knowledge, any Subsidiary officer, employee, contractor, subcontractor or any Investment Adviser affiliated with the Company. As agent of the date hereof, no Person to the Knowledge of the Company has asserted or has threatened to assert, any claim for any Proceeding, against the Company or any Subsidiary arising out of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any discharge, demotion, suspension, threat, harassment or any discrimination other manner discriminated against an employee of the Company or registered representative any of such company its Subsidiaries in the terms and conditions of employment because of any act of such Employee or registered representative employee described in 18 U.S.C. § 1514A(a).

No Illegal or Improper Transactions. To The Company represents and warrants that to the Knowledge of the Company, since January 1, 20102002, neither the Company nor Company, any Subsidiary or nor any officer, director, employee, registered representative, agent or Affiliate of the Company or any Subsidiary on 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 Subsidiary; , (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. To the Knowledge of the Company, no Employee or registered representative of the Company, any Subsidiary or any Investment Adviser affiliated with the Company 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, in each case, by the Company, any Subsidiary or any Investment Adviser affiliated with the Company. As of the date hereof, no Person to the Knowledge of the Company has asserted or has threatened to assert, any claim for any Proceeding, against the Company or any Subsidiary arising out of any discharge, demotion, suspension, threat, harassment or any discrimination against an employee or registered representative of such company because of any act of such Employee or registered representative described in 18 U.S.C. § 1514A(a).

No Illegal or Improper Transactions. To the Knowledge of the Company, since Since January 1, 20102002, neither no Stockholder or Company or, to the Company nor any Subsidiary or Companies’ Knowledge any officer, director, employee, registered representative, agent or Affiliate of any of the Company or any Subsidiary Companies on 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 Subsidiary; a 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 Lawlaw, the effect of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Companies, taken as a whole. To the Knowledge of the CompanyCompanies’ Knowledge, no Employee employee or registered representative of the Company, any Subsidiary or any Investment Adviser affiliated with the Company 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, in each case, by the Company, any Subsidiary or any Investment Adviser affiliated with the Company. As of the date hereof, no Person has asserted or, to the Knowledge of the Company has asserted or Companies, has threatened to assert, any claim for any Proceeding, against the any Company or any Subsidiary arising out of any discharge, demotion, suspension, threat, harassment or any discrimination against an employee or registered representative of such company Company because of any act of such Employee employee or registered representative described in 18 U.S.C. § 1514A(a).