Common use of No Illegal Payments, Etc Clause in Contracts

No Illegal Payments, Etc. In connection with the conduct of the ------------------------ Business, neither of the Selling Parties nor any of 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 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 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)

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No Illegal Payments, Etc. In connection with the conduct of the its ------------------------ Businessbusiness, neither of the Selling Parties Buyer nor any of their 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 Seller 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 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 Seller 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 To the conduct Knowledge of the ------------------------ BusinessSellers, neither none of the Selling Parties Sellers, nor any of their respective directors, the officers, employees or agentsagents of the ENBU, 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 Seller Assets of the ENBU (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 may subject the Seller or the Buyer ENBU 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 Seller Material Adverse Effect material adverse effect on the ENBU 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 Agreement (Standard Microsystems Corp)

No Illegal Payments, Etc. In connection with the conduct None of the ------------------------ BusinessSeller, neither of the Selling Parties Company or any Subsidiary, nor any of 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 Seller 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 Seller or 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 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 1 contract

Samples: Share Purchase Agreement (Miami Cruiseline Services Holdings I B V)

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No Illegal Payments, Etc. In connection with To the conduct Knowledge of the ------------------------ BusinessBuyer, neither of the Selling Parties Buyer, nor any of their 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 Seller 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 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 might have, individually or in the aggregate, a Seller 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: Agreement and Plan of Merger (Century Electronics Manufacturing Inc)

No Illegal Payments, Etc. In To the Knowledge of the Seller, in connection with the conduct of the ------------------------ Business, neither of the Selling Parties Seller nor any of their 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 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 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)

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