Common use of No Illegal Payments Clause in Contracts

No Illegal Payments. The Company, any Subsidiary and, to the Knowledge of Sellers, no Affiliate, officer, agent or employee thereof or of Sellers has, directly or indirectly, during the past five years, on behalf of or with respect to the Company, any Subsidiary or any Affiliate thereof, (a) made any payment or provided any goods or services which were not legal to make (or that would otherwise make any related Contract, License or transaction void or voidable) or provide or which the Company, any Subsidiary or any Affiliate thereof or any such officer, agent or employee knew or should have known were not legal for the payee or the recipient of such goods or services to receive, (b) received any payment or any goods or services which were not legal for the payer or the provider (or that would otherwise make any related Contract, License or transaction void or voidable) of such goods or services to make or provide, (c) engaged in any material transactions or made or received any material payments related to the Company or any Subsidiary which are not recorded in their accounting books and records or (d) except for xxxxx cash for office use, had any off-book bank or cash accounts or “slush funds” related to the Company or any Subsidiary.

Appears in 1 contract

Samples: Stock Purchase Agreement (AerCap Holdings N.V.)

AutoNDA by SimpleDocs

No Illegal Payments. The Company, Neither the Company nor any Subsidiary andnor, to the Knowledge knowledge of Sellersthe Company or the Subsidiaries, no Affiliateany affiliate, officer, agent or employee thereof or of Sellers hasthereof, directly or indirectly, during the past five yearshas, on behalf of or with respect to the Company, any Subsidiary or any Affiliate affiliate thereof, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided any goods or services which were not legal to make (or that would otherwise make any related Contract, License or transaction void or voidable) or provide or which the Company, any Subsidiary or any Affiliate affiliate thereof or any such officer, agent or employee knew or should have known were not legal for the payee or the recipient of such goods or services to receive, (bc) received any payment or any goods or services which were not legal for the payer or the provider (or that would otherwise make any related Contract, License or transaction void or voidable) of such goods or services to make or provide, (cd) engaged made any payment to any person or entity, or agent or employee thereof, in connection with any material Lease (as hereinafter defined) to induce such person or entity to enter into a Lease transaction, (e) had any transactions or made or received any material payments related to the Company or any Subsidiary which are not recorded in their accounting books and records or (df) except for xxxxx cash for office use, had any off-book bank or cash accounts or "slush funds" related to the Company or any Subsidiary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Verticalnet Inc)

No Illegal Payments. The Company, Neither the Company nor any Subsidiary NSJ Company and, to the Knowledge knowledge of Sellersany Individual Stockholder, no Affiliateaffiliate, officer, agent or employee thereof or of Sellers hasthereof, directly or indirectly, has, during the past five years, on behalf of or with respect to the Company, any Subsidiary Company or any Affiliate affiliate thereof, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided any goods or services which were not legal to make (or that would otherwise make any related Contract, License or transaction void or voidable) or provide or which the Company, any Subsidiary Company or any Affiliate NSJ Company or any affiliate thereof or any such officer, agent or employee knew or should have known were not legal for the payee or the recipient of such goods or services to receive, (bc) received any payment or any goods or services which were not legal for the payer or the provider (or that would otherwise make any related Contract, License or transaction void or voidable) of such goods or services to make or provide, (cd) engaged made any payment to any person or entity, or agent or employee thereof, in connection with any Lease (as hereinafter defined) to induce such person or entity to enter into a Lease transaction, (e) had any material transactions or made or received any material payments related to the Company or any Subsidiary Companies which are not recorded in their accounting books and records or (df) except for xxxxx cash for office use, had any off-off- book bank or cash accounts or "slush funds" related to the Company or any SubsidiaryNSJ Company.

Appears in 1 contract

Samples: Agreement and Plan of Contribution (Unicapital Corp)

No Illegal Payments. The Company, Neither the Company nor any Subsidiary CLA Company and, to the Knowledge knowledge of Sellerseither Individual Stockholder, no Affiliateaffiliate, officer, agent or employee thereof or of Sellers hasthereof, directly or indirectly, has, during the past five years, on behalf of or with respect to the Company, any Subsidiary Company or any Affiliate CLA Company or any affiliate thereof, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided any goods or services which were not legal to make (or that would otherwise make any related Contract, License or transaction void or voidable) or provide or which the Company, any Subsidiary Company or any Affiliate CLA Company or any affiliate thereof or any such officer, agent or employee knew or should have known were not legal for the payee or the recipient of such goods or services to receive, (bc) received any payment or any goods or services which were not legal for the payer or the provider (or that would otherwise make any related Contract, License or transaction void or voidable) of such goods or services to make or provide, (cd) engaged made any payment to any person or entity, or agent or employee thereof, in connection with any Lease (as hereinafter defined) to induce such person or entity to enter into a Lease transaction, (e) had any material transactions or made or received any material payments related to the Company or any Subsidiary CLA Company which are not recorded in their accounting books and records or (df) except for xxxxx cash for office use, had any off-book bank or cash accounts or "slush funds" related to the Company or any SubsidiaryCLA Company.

Appears in 1 contract

Samples: Agreement and Plan of Contribution (Unicapital Corp)

AutoNDA by SimpleDocs

No Illegal Payments. The None of the Company nor, to the knowledge of the ------------------- Company, any Subsidiary and, to the Knowledge of Sellers, no Affiliateaffiliate, officer, agent or employee thereof or of Sellers hasthereof, directly or indirectly, during the past five yearshas, on behalf of or with respect to the Company, any Subsidiary Company or any Affiliate affiliate thereof, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided any goods or services which were not legal to make (or that would otherwise make any related Contract, License or transaction void or voidable) or provide or which the Company, any Subsidiary Company or any Affiliate affiliate thereof or any such officer, agent or employee knew or should have known were not legal for the payee or the recipient of such goods or services to receive, (bc) received any payment or any goods or services which were not legal for the payer or the provider (or that would otherwise make any related Contract, License or transaction void or voidable) of such goods or services to make or provide, (cd) engaged made any payment to any person or entity, or agent or employee thereof, in connection with any material Lease (as hereinafter defined) to induce such person or entity to enter into a Lease transaction, (e) had any transactions or made or received any material payments related to the Company or any Subsidiary which are not recorded in their accounting books and records or (df) except for xxxxx cash for office use, had any off-book bank or cash accounts or "slush funds" related to the Company or any SubsidiaryCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Verticalnet Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.