No Illegal Payments, Etc. In connection with the conduct of its ------------------------ business, neither the Buyer nor any of its respective directors, officers, employees or agents, has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other person who was, is or may be in a position to help or hinder the Buyer (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other person, to any candidate for federal, state, local or foreign public office (i) which might subject the Buyer to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (ii) the non-continuation of which has had or could reasonably be expected to have a Buyer Material Adverse Effect or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Applied Extrusion Technologies Inc /De), Asset Purchase Agreement (Applied Extrusion Technologies Inc /De), Asset Purchase Agreement (Applied Extrusion Technologies Inc /De)
No Illegal Payments, Etc. In connection with the conduct of its the ------------------------ businessBusiness, neither of the Buyer Selling Parties nor any of its their respective directors, officers, employees or agents, has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other person who was, is or may be in a position to help or hinder the Buyer Seller (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other person, to any candidate for federal, state, local or foreign public office (i) which might subject the Seller or the Buyer to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (ii) the non-continuation of which has had or could reasonably be expected to have a Buyer Seller Material Adverse Effect or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Applied Extrusion Technologies Inc /De), Asset Purchase Agreement (Applied Extrusion Technologies Inc /De), Asset Purchase Agreement (Applied Extrusion Technologies Inc /De)
No Illegal Payments, Etc. In connection with the conduct Neither Seller nor Parent nor anyone acting on behalf of its ------------------------ business, neither the Buyer nor any of its respective directors, officers, employees Seller or agents, Parent has (ai) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other person who was, is is, or may be in a position to help or hinder the Buyer either Seller (or assist either Seller in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other person, to any candidate for federal, state, local or foreign public office (iA) which might subject any of the Buyer Sellers to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (iiB) the non-continuation of which has had or could reasonably be expected to have might have, individually or in the aggregate, a Buyer Material Adverse Effect Effect, or (bii) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purposepurposes of disguising such a benefit.
Appears in 2 contracts
Samples: Bill of Sale and Asset Purchase Agreement (Park Pharmacy Corp), Bill of Sale and Asset Purchase Agreement (Amedisys Inc)
No Illegal Payments, Etc. In connection with the conduct of its ------------------------ business, neither the Buyer nor any of its respective directors, officers, employees or agents, has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other person who was, is or may be in a position to help or hinder the Buyer (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other person, to any candidate for federal, state, local or foreign public office (i) which might subject the Buyer to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (ii) the non-continuation of which has had or could reasonably be expected to have a Buyer Material Adverse Effect or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.
Appears in 2 contracts
Samples: Asset Purchase Agreement (First Avenue Networks Inc), Asset Purchase Agreement (First Avenue Networks Inc)
No Illegal Payments, Etc. In To the Knowledge of the Seller, in connection with the conduct of its ------------------------ businessthe Business, neither the Buyer Seller nor any of its respective directors, officers, employees or agents, has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other person who was, is or may be in a position to help or hinder the Buyer Seller (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other person, to any candidate for federal, state, local or foreign public office (i) which might would be reasonably expected to subject the Seller or the Buyer to any damage material damages or penalty penalties in any civil, criminal or governmental litigation or proceeding or (ii) the non-continuation of which has had or could reasonably be expected to have a Buyer Seller Material Adverse Effect or (b) established or maintained any unrecorded fund or asset or made any intentionally false entries on any books or records for any purpose.
Appears in 1 contract
Samples: Asset Purchase Agreement (First Avenue Networks Inc)
No Illegal Payments, Etc. In connection with To the conduct Sellers' Knowledge, none of its ------------------------ business, neither the Buyer Sellers nor any of its their respective directors, officers, employees employees, agents or agents, has Affiliates has: (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other person who was, was or is or may be in a position to help or hinder the Buyer Business (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other personPerson, to any candidate for federal, state, local or foreign public office (i) which might may subject the Buyer Sellers to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (ii) the non-continuation noncontinuation of which has had or could reasonably be expected to have a Buyer Material Adverse Effect might have, individually or in the aggregate, an adverse impact on the Business, or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.
Appears in 1 contract
Samples: Asset Purchase and Transfer Agreement (Pinnacle Systems Inc)
No Illegal Payments, Etc. In connection with None of the conduct of Company or its ------------------------ businessSubsidiaries, neither the Buyer nor any of its respective their directors, officers, employees or agents, has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other person who was, is or may be in a position to help or hinder the Buyer Company or any of its Subsidiaries (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other person, to any candidate for federal, state, local or foreign public office (i) which might subject any of the Buyer Company and its Subsidiaries to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (ii) the non-continuation of which has had or could reasonably be expected to have might have, individually or in the aggregate, a Buyer Company Material Adverse Effect or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.
Appears in 1 contract
Samples: Merger Agreement (Technisource Inc)
No Illegal Payments, Etc. In connection with To the conduct Knowledge of its ------------------------ businessthe Buyer, neither the Buyer Buyer, nor any of its respective the directors, officers, employees or agentsagents of the Buyer, has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other person who was, is or may be in a position to help or hinder the Buyer (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other person, to any candidate for federal, state, local or foreign public office (i) which might would subject the Buyer to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (ii) the non-continuation of which has had or could reasonably be expected to have might have, individually or in the aggregate, a Buyer Material Adverse Effect on the Buyer or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.
Appears in 1 contract
Samples: Merger Agreement (Century Electronics Manufacturing Inc)
No Illegal Payments, Etc. In connection with the conduct None of its ------------------------ businessSeller, neither the Buyer Company or any Subsidiary, nor any of its respective their directors, officers, employees or agents, has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other person who was, is or may be in a position to help or hinder the Buyer Company or any of its Subsidiaries (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, contribution or reimbursed any illegal political gift or contribution made by any other person, to any candidate for federal, state, local or foreign public office (i) which might subject the Buyer any of Company and its Subsidiaries to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (ii) the non-continuation noncontinuation of which has had or could reasonably be expected to have might have, individually or in the aggregate, a Buyer Material Adverse Effect or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.
Appears in 1 contract
Samples: Share Purchase Agreement (Miami Cruiseline Services Holdings I B V)