Common use of No Illegal Payments, Etc Clause in Contracts

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)

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

No Illegal Payments, Etc. In connection with None of the conduct of its businessSellers, 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 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 person, to any candidate for federal, state, local or foreign public office (i) which might subject any of the Buyer Company or the other Sellers 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 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 (Miami Cruiseline Services Holdings I B V)

No Illegal Payments, Etc. In connection with Neither the conduct of its businessCompany, neither the Buyer nor any of its respective directors, officers, employees or agents, nor any of the Shareholders 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 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 Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding or (ii) the non-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 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: Stock Purchase Agreement (Netvoice Technologies Corp)

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No Illegal Payments, Etc. In connection with None of the conduct of its business, neither the Buyer Company nor any of its respective directors, the ------------------------ officers, employees or agentsagents of the Company, 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 any of the Buyer Company, its officers, employees or agents (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 Company 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 might 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 1 contract

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

No Illegal Payments, Etc. In connection with Neither the conduct of its business, neither the Buyer Company nor any of its respective directors, officers, employees or managers, employees, agents, shareholders or members 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 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 Company 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 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: Membership Interest Purchase Agreement (Global Signal Inc)

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