No Questionable Payments Clause Samples
The "No Questionable Payments" clause prohibits parties from making or authorizing any payments that could be considered illegal, unethical, or improper, such as bribes or kickbacks. This clause typically applies to all employees, agents, and representatives involved in the contract, and may reference compliance with anti-corruption laws like the Foreign Corrupt Practices Act. Its core function is to ensure ethical business conduct and legal compliance, thereby protecting both parties from legal liability and reputational harm associated with corrupt practices.
No Questionable Payments. Neither Seller nor any member, manager, director, officer, agent, employee, or other person associated with, or acting on behalf of, Seller has directly or indirectly: used any corporate funds for unlawful contributions, gifts, entertainment, or other unlawful expenses relating to political activity; made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds; violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment.
No Questionable Payments. Neither Seller nor any director, officer, agent, employee or other Person associated with or acting on behalf of Seller has: used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds; or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended.
No Questionable Payments. Neither any Mobivity Seller, nor any officer, agent, employee, or other person associated with, or acting on behalf of, any Mobivity Seller, nor any stockholder or member of any Mobivity Seller has, directly or indirectly: used any corporate funds for unlawful contributions, gifts, entertainment, or other unlawful expenses relating to political activity; made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds; violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment.
No Questionable Payments. None of the current or former directors, executives, officers or employees or shareholders of Sellers or any of the Companies (when acting in 41 such capacity or otherwise on behalf of the Companies): (a) has made or is making any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) has, directly or indirectly, paid or given, or offered, promised or authorized the payment or gift of, anything of value to any official, employee or person acting on behalf of any government, governmental agency or instrumentality, government-owned entity or public international organization, or any political party, party official or candidate for public office, or any employee of any customer or supplier in contravention of the Laws of any jurisdiction, (c) has violated or is violating any provision of the U.S. Foreign Corrupt Practices Act of 1977, the Prevention of Corruption Acts 1889 to 1916, as amended by the Anti-Terrorism, Crime and Security ▇▇▇ ▇▇▇▇, all as enacted in the UK, or any applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business, or (d) has made any bribe, payoff, influence payment, kickback or other unlawful payment of any nature using funds of the Companies or otherwise on behalf of any of the Companies.
No Questionable Payments. To the best of the Seller’s knowledge, information and belief, none of the directors, officers, agents, employees or other persons acting on behalf of any Group Company is party to the use of any assets of such Group Company for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or to the making of any direct or indirect unlawful payment to government officials or employees from such assets; to the establishment or maintenance of any unlawful or unrecorded fund of group moneys or other assets; to the making of any false or fictitious entries on the books or records of such Group Company; or to the making of any unlawful payment.
No Questionable Payments. No current or former director, officer, or employee of Seller, the Company or any Subsidiary, directly or indirectly, (i) has used or is using any funds of Seller, the Company or any Subsidiary for any contribution, gift, entertainment or other expense relating to political activity, (ii) has used or is using any funds of Seller, the Company or any Subsidiary for any improper payment to any foreign or domestic government official or employee or (iii) has made any bribe, payoff, influence payment or kickback using funds of Seller, the Company or any Subsidiary which, with respect to clauses (i)-(iii), was in violation of any applicable Law in effect as of the date of such event.
No Questionable Payments. None of the directors, officers, agents, employees or other persons acting on behalf of any member of the Group has been party to the use of any assets of any member of the Group for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or to the making of any direct or indirect unlawful payment to government officials or employees from such assets; to the establishment or maintenance of any unlawful or unrecorded fund of group moneys or other assets; to the making of any false or fictitious entries on the books or records of any member of the Group; or to the making of any unlawful payment. Dated the day of 2021
(1) THE PERSONS LISTED IN PART A OF SCHEDULE 5 (each an “Investor” and collectively the “Investors”);
(2) THE PERSONS LISTED IN PART B OF SCHEDULE 5 (the “Biz Cloud Parties”);
(3) THE MEARAS VENTURE LIMITED, a company incorporated in the British Virgin Islands with registered office at Kingston ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, British Virgin Islands (“▇▇▇▇▇ BVI”);
(4) THE WINGS VENTURE LIMITED, a company incorporated in the British Virgin Islands with registered office at Kingston ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, British Virgin Islands (“▇▇▇▇▇ BVI”, together with ▇▇▇▇▇ BVI, the “Existing Shareholders”);
No Questionable Payments. Neither Pfizer nor any Asset Selling Corporation, any director, officer, agent, employee or other Person associated with or acting on behalf of Pfizer or any Asset Selling Corporation has: used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds; or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended.
No Questionable Payments. None of the directors, officers, agents, employees or other Persons acting on behalf of any DT Group Company has been party to the use of any of the assets of the DT Group Company for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or to the making of any direct or indirect unlawful payment to government officials or employees from such assets; to the establishment or maintenance of any unlawful or unrecorded fund of monies or other assets; to the making of any false or fictitious entries in the books or records of the DT Group Company; or to the making of any unlawful or undisclosed payment.
No Questionable Payments. 22.1 Each party warrants and represents that neither it, nor any of its directors, officers, employees, or agents is an official agent or employee of any government, governmental agency, or political party or a candidate for any political office on the date of this Agreement. Each party shall promptly notify the other party of the occurrence of any event that would or may result in an exception to the foregoing representation. Neither party shall, directly or indirectly, in the name of, on behalf of, or for the benefit of the other party, offer, promise, or authorize to pay, or pay any compensation, or give anything of value to any official, agent, or employee of any governmental agency, or to any political party or officer, employee, or agent thereof, or any candidate for political office. Each party shall require each of its officers, directors, employees, and agents to comply with the provisions of this Article Each party is familiar with the requirements and prohibitions of the Foreign Corrupt Practices Act of the United States ("FCPA") and hereby agrees to comply with such requirements and does not desire and agrees not to request any action that would require the other party to violate any provision of the FCPA.