Common use of No Illegal Payments, Etc Clause in Contracts

No Illegal Payments, Etc. Neither Seller nor Parent nor anyone acting on behalf of Seller or Parent has (i) 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 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 (A) which might subject any of the Sellers to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (B) the non-continuation of which has had or might have, individually or in the aggregate, a Material Adverse Effect, or (ii) established or maintained any unrecorded fund or asset or made any false entries on any books or records for purposes of disguising such a benefit.

Appears in 2 contracts

Samples: Sale and Asset Purchase Agreement (Amedisys Inc), Sale and Asset Purchase Agreement (Park Pharmacy Corp)

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No Illegal Payments, Etc. Neither Seller In connection with the conduct of its business, neither the Buyer nor Parent nor anyone acting on behalf any of Seller its respective directors, officers, employees or Parent agents, has (ia) 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 either Seller the Buyer (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 (Ai) which might subject any of the Sellers Buyer to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (Bii) the non-continuation of which has had or might have, individually or in the aggregate, could reasonably be expected to have a Buyer Material Adverse Effect, Effect or (iib) established or maintained any unrecorded fund or asset or made any false entries on any books or records for purposes of disguising such a benefitany purpose.

Appears in 2 contracts

Samples: Asset Purchase Agreement (First Avenue Networks Inc), Asset Purchase Agreement (First Avenue Networks Inc)

No Illegal Payments, Etc. Neither Seller the Company, nor Parent any of its directors, officers, employees or agents, nor anyone acting on behalf any of Seller or Parent the Shareholders has (ia) 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 either Seller the Company (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 (Ai) which might subject any of the Sellers Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (Bii) the non-non- continuation of which has had or might have, individually or in the aggregate, a Material Adverse Effect, Effect or (iib) established or maintained any unrecorded fund or asset or made any false entries on any books or records for purposes of disguising such a benefitany purpose.

Appears in 1 contract

Samples: Stock Purchase Agreement (Netvoice Technologies Corp)

No Illegal Payments, Etc. Neither Seller None of the Sellers, nor Parent nor anyone acting on behalf any of Seller their directors, officers, employees or Parent agents, has (ia) 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 either Seller the Business (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 (Ai) which might subject any of the Company or the other Sellers to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (Bii) the non-continuation of which has had or might have, individually or in the aggregate, a Material Adverse Effect, Effect or (iib) established or maintained any unrecorded fund or asset or made any false entries on any books or records for purposes of disguising such a benefitany purpose.

Appears in 1 contract

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

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No Illegal Payments, Etc. Neither Seller the Company nor Parent nor anyone acting on behalf any of Seller its respective directors, officers, managers, employees, agents, shareholders or Parent members has (ia) 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 either Seller the Company (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 (Ai) which might subject any of the Sellers Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (Bii) the non-continuation of which has had or might have, individually or in the aggregate, a Material Adverse Effect, Effect or (iib) established or maintained any unrecorded fund or asset or made any false entries on any books or records for purposes of disguising such a benefitany purpose.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Global Signal Inc)

No Illegal Payments, Etc. Neither Seller None of the Company nor Parent nor anyone acting on behalf any of Seller the ------------------------ officers, employees or Parent agents of the Company, has (ia) 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 either Seller any of the Company, its officers, employees or agents (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 (Ai) which might subject any of the Sellers Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (Bii) the non-continuation of which has had or might have, individually or in the aggregate, have a Material Adverse Effect, Effect or (iib) established or maintained any unrecorded fund or asset or made any false entries on any books or records for purposes of disguising such a benefitany purpose.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advanced Radio Telecom Corp)

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