No Unlawful Business Practices Sample Clauses

No Unlawful Business Practices. Sellers, and to Sellers’ Knowledge, the Company and the managing directors and employees of the Company have not, directly or indirectly, in connection with the business of the Company (i) used any funds for unlawful purposes or political contributions in violation of applicable laws, (ii) requested or accepted any unlawful benefits or (iii) established or maintained any funds or assets that have not been properly recorded in the books and records of the Company.
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No Unlawful Business Practices. The companies of the Target Group and Delta Xxxxx Real Estate Fund, FCP and the executives and other managing employees in relation to the business of the Target Group have not during the past three (3) years prior to the day of signing this Agreement or the expiry of the relevant statue of limitation, whichever is later,
Sample 1Sample 2
No Unlawful Business Practices. (a) The Sellers, the Sellers’ Affiliates and, the members of the Target Group fully comply and have always fully complied with any and all applicable laws and regulations, including, if and to the extent applicable, the U.S. Foreign Corrupt Practices Act and any other applicable laws and regulations from any jurisdiction regarding bribery, corruption or money-laundering, the U.S. economic sanctions laws administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC"), and any other applicable laws and regulations from any jurisdiction regarding economic sanctions, terrorist financing, or the import and export of goods, and any rules on environmental protection, product safety and worker safety.
Sample 1
No Unlawful Business Practices. To the Sellers' Best Knowledge, neither the Group Companies nor any of its managing directors or employees have been, directly or indirectly, in connection with the Business involved in any material manner in (i) using any funds of the Group Companies for bribes, other unlawful purposes or political contributions in violation of applicable laws, (ii) requesting or accepting any bribes or other unlawful benefits, (iii) establishing or maintaining any funds or assets which were not properly recorded in the books and records of the Group Companies, (iv) any offering, promising or giving of any undue pecuniary or other advantage or in order to cause an official to act or refrain from acting for the direct benefit of the Business that is prohibited by the applicable law, (iv) any material breach by GRW High Precision Bearings LP and GRW Management Inc. of the US Foreign Corrupt Practices Act, or (v) any material breach of the German Criminal Law Act (StGB) including the Act on Combating Bribery of Foreign Public Officials (Gesetz zur Bekämpfung internationaler Bestechung). As of the Signing Date and the Closing Date, no Group Company has sold any products or provided any services to, or otherwise traded with, any governmental authority or other country, person or entity set forth in Schedule 10.19 or any person or entity located in, or subject to the laws of, any country set forth in Schedule 10.19. No Group Company is currently, nor has it been in the last five years, named by a United States governmental authority as a "Denied Party," "Restricted Party," "Specially Designated National," or other blocked person as the terms are commonly used in the United States export field, or had its ability to conduct trade restricted by, or to Sellers' Knowledge, threatened to be restricted by, a United States governmental authority.
Sample 1
No Unlawful Business Practices. The RefuSol Group Companies and their directors, officers and employees have not, in connection with the business of the RefuSol Group Companies, (i) used any funds of the RefuSol Group Companies for bribes (Schmiergelder) or other unlawful purposes in violation of applicable criminal laws (Strafgesetze) in the countries in which they operate, sell or service; (ii) requested or accepted any bribes or other unlawful benefits in violation of applicable criminal laws (Strafgesetze); or (iii) established or maintained any funds or assets, in each case in violation of applicable criminal laws (Strafgesetze) in the countries in which they operate, sell or service. In particular, the Refusol Group Companies have not violated any applicable anti-bribery law (including, the German Criminal Code (Strafgesetzbuch) and the US Foreign Corrupt Practices Act of 1977, as amended). Since 1 January 2009 the RefuSol Group Companies have not conducted any business transactions with any entities, persons, or government agencies of the countries listed in Annex 7.14.
Sample 1
No Unlawful Business Practices. The Company, the Subsidiaries and the Directors, Officers and employees of the Company or any Subsidiary have not, directly or indirectly, in relation to the Company, a Subsidiary or their respective business, (i) used any funds for bribes or other unlawful purposes; (ii) requested or accepted any bribes or other unlawful benefits; or (iii) established or maintained any funds or assets that have not been properly recorded in the books and records of the Company or a Subsidiary.
Sample 1

Related to No Unlawful Business Practices

  • Ethical Business Practices The Contractor shall work in partnership with the State to ensure a successful and valuable contract, and ethical practices are required of State employees, Contractors, and all parties representing the Contractor. All work performed under this Contract will be subject to review by the Inspector General of the State of Florida, and any findings suggesting unethical business practices may be cause for termination or cancellation.

  • Business Practices 1. Parties recognise that certain business practices of service suppliers, other than those falling under Article 14 (Monopolies and Exclusive Service Suppliers), may restrain competition and thereby restrict trade in services.

  • Certain Business Practices Neither Company nor any Company Subsidiary nor any directors, officers, agents or employees of Company or any Company Subsidiary (in their capacities as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended.

  • No Improper Practices (i) Neither the Company nor, to the Company’s knowledge, the Subsidiaries, nor to the Company’s knowledge, any of their respective executive officers has, in the past five years, made any unlawful contributions to any candidate for any political office (or failed fully to disclose any contribution in violation of law) or made any contribution or other payment to any official of, or candidate for, any federal, state, municipal, or foreign office or other person charged with similar public or quasi-public duty in violation of any law or of the character required to be disclosed in the Prospectus; (ii) no relationship, direct or indirect, exists between or among the Company or, to the Company’s knowledge, the Subsidiaries or any affiliate of any of them, on the one hand, and the directors, officers and stockholders of the Company or, to the Company’s knowledge, the Subsidiaries, on the other hand, that is required by the Securities Act to be described in the Registration Statement and the Prospectus that is not so described; (iii) no relationship, direct or indirect, exists between or among the Company or the Subsidiaries or any affiliate of them, on the one hand, and the directors, officers, stockholders or directors of the Company or, to the Company’s knowledge, the Subsidiaries, on the other hand, that is required by the rules of FINRA to be described in the Registration Statement and the Prospectus that is not so described; (iv) there are no material outstanding loans or advances or material guarantees of indebtedness by the Company or, to the Company’s knowledge, the Subsidiaries to or for the benefit of any of their respective officers or directors or any of the members of the families of any of them; and (v) the Company has not offered, or caused any placement agent to offer, Common Stock to any person with the intent to influence unlawfully (A) a customer or supplier of the Company or the Subsidiaries to alter the customer’s or supplier’s level or type of business with the Company or the Subsidiaries or (B) a trade journalist or publication to write or publish favorable information about the Company or the Subsidiaries or any of their respective products or services, and, (vi) neither the Company nor the Subsidiaries nor, to the Company’s knowledge, any employee or agent of the Company or the Subsidiaries has made any payment of funds of the Company or the Subsidiaries or received or retained any funds in violation of any law, rule or regulation (including, without limitation, the Foreign Corrupt Practices Act of 1977), which payment, receipt or retention of funds is of a character required to be disclosed in the Registration Statement or the Prospectus.

  • Absence of Certain Business Practices Neither the Seller, nor any Affiliate of the Seller, nor to the knowledge of the Seller, any agent or employee of the Seller, any other Person acting on behalf of or associated with the Seller, or any individual related to any of the foregoing Persons, acting alone or together, has: (a) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from any customer, supplier, trading company, shipping company, governmental employee or other Person with whom the Seller has done business directly or indirectly; or (b) directly or indirectly, given or agreed to give any gift or similar benefit to any customer, supplier, trading company, shipping company, governmental employee or other Person who is or may be in a position to help or hinder the business of the Seller (or assist the Seller in connection with any actual or proposed transaction) which (i) may subject the Seller to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, may have had an adverse effect on the Seller or (iii) if not continued in the future, may adversely affect the assets, business, operations or prospects of the Seller or subject the Seller to suit or penalty in any private or governmental litigation or proceeding.

  • No Control of Other Party’s Business Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

  • Payable Practices No Borrower or Subsidiary has made any material change in its historical accounts payable practices from those in effect on the Closing Date.

  • No Control of the Other Party’s Business The Parties acknowledge and agree that the restrictions set forth in this Agreement are not intended to give Parent or Merger Sub, on the one hand, or the Company, on the other hand, directly or indirectly, the right to control or direct the business or operations of the other at any time prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company will exercise, consistent with the terms, conditions and restrictions of this Agreement, complete control and supervision over their own business and operations.

  • Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

  • No Materially Adverse Contracts, Etc Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

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