Common use of Nondisclosed Payments; Ethical Practices Clause in Contracts

Nondisclosed Payments; Ethical Practices. Neither Seller nor the officers, directors, employees or shareholders of Seller has made or received any payments not correctly categorized and fully disclosed in Seller’s books and records in connection with or in any way relating to or affecting Seller or the Business. Neither Seller nor any representative thereof has offered or given, and Seller has no knowledge of any Person that has offered or given on its behalf, anything of value to: (i) any official of a Governmental Authority, any political party or official thereof, or any candidate for political office; (ii) any Customer or member of any Governmental Authority; or (iii) any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any Customer, member of any Governmental Authority or candidate for political office for the purpose of the following: (x) influencing any action or decision of such Person, in such Person’s official capacity, including a decision to fail to perform such Person’s official function; (y) inducing such Person to use such Person’s influence with any Governmental Authority or instrumentality thereof to affect or influence any act or decision of such Governmental Authority or instrumentality to assist Seller in obtaining or retaining business for, or with, or directing business to, any Person; or (z) where such payment would constitute a bribe, kickback or illegal or improper payment to assist Seller in obtaining or retaining business for, or with, or directing business to, any Person.

Nondisclosed Payments; Ethical Practices. Neither Seller HAI nor the officers, directors, employees or shareholders of Seller HAI has made or received any payments not correctly categorized and fully disclosed in SellerHAI’s books and records in connection with or in any way relating to or affecting Seller HAI or the Business. Neither Seller HAI nor any representative thereof has offered or given, and Seller HAI has no knowledge of any Person that has offered or given on its behalf, anything of value to: (i) any official of a Governmental Authority, any political party or official thereof, or any candidate for political office; (ii) any Customer or member of any Governmental Authority; or (iii) any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any Customer, member of any Governmental Authority or candidate for political office for the purpose of the following: (x) influencing any action or decision of such Person, in such Person’s official capacity, including a decision to fail to perform such Person’s official function; (y) inducing such Person to use such Person’s influence with any Governmental Authority or instrumentality thereof to affect or influence any act or decision of such Governmental Authority or instrumentality to assist Seller HAI in obtaining or retaining business for, or with, or directing business to, any Person; or (z) where such payment would constitute a bribe, kickback or illegal or improper payment to assist Seller HAI in obtaining or retaining business for, or with, or directing business to, any Person.

Nondisclosed Payments; Ethical Practices. Neither Seller nor the officers, directorsdirectors or members of Seller, employees or shareholders nor anyone acting on behalf of Seller any of them, has made or received any payments not correctly categorized and fully disclosed in Seller’s books and records in connection with or in any way relating to or affecting Seller or the Business. Neither Seller nor any representative thereof has offered or given, and Seller has no knowledge of any Person that has offered or given on its behalf, anything of value to: (ia) any official of a Governmental Authority, any political party or official thereof, or any candidate for political office; (iib) any Customer or member of any Governmental Authority; or (iiic) any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any Customer, member of any Governmental Authority or candidate for political office for the purpose of the following: (x) influencing any action or decision of such Person, in such Person’s official capacity, including a decision to fail to perform such Person’s official function; (y) inducing such Person to use such Person’s influence with any Governmental Authority or instrumentality thereof to affect or influence any act or decision of such Governmental Authority or instrumentality to assist Seller in obtaining or retaining business for, or with, or directing business to, any Person; or (z) where such payment would constitute a bribe, kickback or illegal or improper payment to assist Seller in obtaining or retaining business for, or with, or directing business to, any Person.

Nondisclosed Payments; Ethical Practices. Neither Seller the Sellers nor the officers, directorsdirectors or shareholder (including Parent) of the Sellers, employees or shareholders nor anyone acting on behalf of Seller any of them, has made or received any payments not correctly categorized and fully disclosed in Seller’s the Sellers’ books and records in connection with or in any way relating to or affecting any Seller or the Business. Neither Seller nor any representative thereof has offered or given, and Seller has the Sellers have no knowledge of any Person that has offered or given on its behalf, anything of value to: (i) any official of a Governmental Authority, any political party or official thereof, or any candidate for political office; (ii) any Customer (including potential customers), or member of any Governmental Authority; or (iii) any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any CustomerCustomer (including potential customers), member of any Governmental Authority or candidate for political office for the purpose of the following: (xA) influencing any action or decision of such Person, in such Person’s official capacity, including a decision to fail to perform such Person’s official function; (yB) inducing such Person to use such Person’s influence with any Governmental Authority or instrumentality thereof to affect or influence any act or decision of such Governmental Authority or instrumentality to assist any Seller in obtaining or retaining business for, or with, or directing business to, any Person; or (zC) where such payment would constitute a bribe, kickback or illegal or improper payment to assist any Seller in obtaining or retaining business for, or with, or directing business to, any Person.