Common use of Propriety of Past Payments Clause in Contracts

Propriety of Past Payments. (a) No unrecorded fund or asset of Seller or any Seller Subsidiary has been established for any purpose, (b) no accumulation or use of corporate funds of Seller or any Seller Subsidiary has been made without being properly accounted for in the books and records of Seller or such Subsidiary, (c) no payment has been made by or on behalf of Seller or any Seller Subsidiary with the understanding that any part of such payment is to be used for any purpose other than that described in the documents supporting such payment and (d) none of Seller, any Seller Subsidiary, any director, officer, employee or agent of Seller or any Seller Subsidiary or any other Person associated with or acting for or on behalf of Seller or any Seller Subsidiary has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, (i) to obtain favorable treatment for any of Seller, any Seller Subsidiary or any Affiliate of Seller in securing business, (ii) to pay for favorable treatment for business secured for any of Seller, any Seller Subsidiary or any Affiliate of Seller, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of any of Seller, any Seller Subsidiary or any Affiliate of Seller or (iv) otherwise for the benefit of any of Seller, any Seller Subsidiary or any Affiliate of Seller in violation of any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to Leased Real Property). Neither Seller nor any Seller Subsidiary nor any current director, officer, agent, employee or other Person acting on behalf of Seller or any Seller Subsidiary, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value.

Propriety of Past Payments. (a) No unrecorded fund or asset of Seller or any Seller Subsidiary the Targeted Businesses has been established for any purpose, (b) no accumulation or use of corporate funds of Seller or any Seller Subsidiary the Targeted Businesses has been made without being properly accounted for in the books and records of Seller or such Subsidiarythe Targeted Businesses, (c) no payment has been made by or on behalf of Seller or any Seller Subsidiary the Targeted Businesses with the understanding that any part of such payment is to be used for any purpose other than that described in the documents supporting such payment and (d) none of Sellerthe Sellers (with respect to the Targeted Businesses), any Seller Target Subsidiary, any director, officer, employee or agent of Seller the Targeted Businesses or any Seller Target Subsidiary or any other Person associated with or acting for or on behalf of Seller the Targeted Businesses or any Seller Target Subsidiary has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, (i) to obtain favorable treatment for any of Sellerthe Targeted Businesses, any Seller Subsidiary or any Affiliate of Seller in securing business, (ii) to pay for favorable treatment for business secured for any of Seller, any Seller Subsidiary or any Affiliate of Sellerthe Targeted Businesses, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of any of Seller, any Seller Subsidiary or any Affiliate of Seller the Targeted Businesses or (iv) otherwise for the benefit of any of Sellerthe Targeted Businesses, any Seller Subsidiary or any Affiliate of Seller in violation of any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to the Leased Real Property). Neither Seller the Sellers (with respect to the Targeted Businesses) nor any Seller Target Subsidiary nor any current director, officer, agent, employee of the Targeted Businesses or other Person acting on behalf of Seller the Targeted Businesses or any Seller Target Subsidiary, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure kickback or other item of valueexpenditure.

Propriety of Past Payments. (a) No unrecorded fund or asset of Seller or any Seller Subsidiary the Targeted Businesses has been established for any purpose, (b) no accumulation or use of corporate funds of Seller or any Seller Subsidiary the Targeted Businesses has been made without being properly accounted for in the books and records of Seller or such Subsidiarythe Targeted Businesses, (c) no payment has been made by or on behalf of Seller or any Seller Subsidiary the Targeted Businesses with the understanding that any part of such payment is to be used for any purpose other than that described in the documents supporting such payment and (d) none of Sellerthe Sellers (with respect to the Targeted Businesses), any Seller Target Subsidiary, any director, officer, employee or agent of Seller the Targeted Businesses or any Seller Target Subsidiary or any other Table of Contents Person associated with or acting for or on behalf of Seller the Targeted Businesses or any Seller Target Subsidiary has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, (i) to obtain favorable treatment for any of Sellerthe Targeted Businesses, any Seller Subsidiary or any Affiliate of Seller in securing business, (ii) to pay for favorable treatment for business secured for any of Seller, any Seller Subsidiary or any Affiliate of Sellerthe Targeted Businesses, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of any of Seller, any Seller Subsidiary or any Affiliate of Seller the Targeted Businesses or (iv) otherwise for the benefit of any of Sellerthe Targeted Businesses, any Seller Subsidiary or any Affiliate of Seller in violation of any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to the Leased Real Property). Neither Seller the Sellers (with respect to the Targeted Businesses) nor any Seller Target Subsidiary nor any current director, officer, agent, employee of the Targeted Businesses or other Person acting on behalf of Seller the Targeted Businesses or any Seller Target Subsidiary, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure kickback or other item of valueexpenditure.

Propriety of Past Payments. To the Knowledge of Parent and Seller (a) No no unrecorded fund or asset of Seller or any Seller Subsidiary has been established for any purpose, (b) no accumulation or use of corporate funds of the Seller or any Seller Subsidiary has been made without being properly accounted for in the books and records of Seller or such Subsidiarythe Seller, (c) no payment has been made by or on behalf of the Seller or any Seller Subsidiary with the understanding that any part of such payment is to be used for any purpose other than that described in the documents supporting such payment payment, and (d) none of Parent (solely with respect to the Seller, any Seller Subsidiary) or Seller, any director, officer, employee or agent of the Parent (solely with respect to the Seller or any of the Assets) or Seller Subsidiary or any other Person associated with or acting for or on behalf of the Parent or Seller or any Seller Subsidiary has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, (i) to obtain favorable treatment for any of the Parent (solely with respect to the Seller) or Seller, any Seller Subsidiary or any Affiliate of Seller in securing business, (ii) to pay for favorable treatment for business secured for any of the Parent (solely with respect to the Seller, any Seller Subsidiary ) or any Affiliate of Seller, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of the Parent (solely with respect to the Seller or any of Seller, any Seller Subsidiary the Assets) or any Affiliate of Seller or (iv) otherwise for the benefit of the Parent (solely with respect to the Seller of any of the Assets) or Seller, any Seller Subsidiary or any Affiliate of Seller in violation of any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to Leased Real Property). Neither None of Parent (solely with respect to the Seller nor or any of the Assets) or Seller Subsidiary nor or any current director, officer, agent, employee of the Parent, Seller or other Person acting on behalf of the Parent (solely with respect to the Seller or any of the Assets) or Seller Subsidiary, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value.

Propriety of Past Payments. (a) No unrecorded fund or asset of Seller or any Seller Subsidiary has been established for any purposeSince December 31, (b) no accumulation or use of corporate funds of Seller or any Seller Subsidiary has been made without being properly accounted for in the books and records of Seller or such Subsidiary2009, (c) no payment has been made by or on behalf or for the benefit of Seller the Company or any Seller the Subsidiary with the understanding that any part of such payment is to be used for any purpose other than that described in the documents supporting such payment payment. No unrecorded fund or asset of the Company or the Subsidiary has been established for any purpose. No accumulation or use of corporate funds of the Company or the Subsidiary has been made without being properly accounted for in the books and (d) none records of Sellerthe Company or the Subsidiary, any Seller as applicable. None of the Company, the Subsidiary, any director, officerofficer or employee of the Company or the Subsidiary or, employee or to the Company’s Knowledge, any agent of Seller the Company or any Seller the Subsidiary or any other Person associated with or acting for or on behalf of Seller the Company or any Seller the Subsidiary has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, (ia) to obtain favorable treatment for any of Sellerthe Company, any Seller the Subsidiary or any Affiliate of Seller their respective Affiliates in securing business, (iib) to pay for favorable treatment for business secured for any of Sellerthe Company, any Seller the Subsidiary or any Affiliate of Sellertheir respective Affiliates, (iiic) to obtain special concessions, or for special concessions already obtained, for or in respect of the Company, the Subsidiary or, to the Company’s Knowledge, any of Seller, any Seller Subsidiary or any Affiliate of Seller their respective Affiliates or (ivd) otherwise for the benefit of any of Sellerthe Company, any Seller the Subsidiary or any Affiliate of Seller their respective Affiliates in violation of any federalLaw. Since December 31, state2009, localnone of the Company, municipalthe Subsidiary, foreignany of their respective directors, internationalofficers, multinational or other administrative orderemployees, constitution, law, ordinance, principle of common law, regulation, statuteagents, or treaty (including existing site plan approvals, zoning any other Persons acting for or subdivision regulations or urban redevelopment plans relating to Leased Real Property). Neither Seller nor any Seller Subsidiary nor any current director, officer, agent, employee or other Person acting on behalf of Seller the Company or any Seller the Subsidiary, has on behalf or for the benefit of the Company (i) used funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity or (ii) accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value. None of the Company, the Subsidiary, any of their respective directors, officers, or employees or, to the Company’s Knowledge, any of their respective agents or any other Persons acting on behalf of the Company or the Subsidiary has been convicted of or pleaded guilty to an offense involving financial fraud or corruption in any jurisdiction or is listed by any Governmental Entity as debarred, suspended, proposed for suspension or disbarment or otherwise ineligible for government procurement programs.

Propriety of Past Payments. (a) No unrecorded fund or asset of Seller Terremark or any Seller Terremark Subsidiary has been established for any purpose, (b) no accumulation or use of corporate funds of Seller Terremark or any Seller Terremark Subsidiary has been made without being properly accounted for in the books and records of Seller Terremark or such Subsidiary, (c) no payment has been made by or on behalf of Seller Terremark or any Seller Terremark Subsidiary with the understanding that any part of such payment is to be used for any purpose other than that described in the documents supporting such payment and (d) none of SellerTerremark, any Seller Terremark Subsidiary, any director, officer, employee or agent of Seller Terremark or any Seller Terremark Subsidiary or any other Person associated with or acting for or on behalf of Seller Terremark or any Seller Terremark Subsidiary has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, (i) to obtain favorable treatment for any of Sellershareholder, Terremark, any Seller Terremark Subsidiary or any Affiliate affiliate of Seller Terremark in securing business, (ii) to pay for favorable treatment for business secured for any of Sellershareholder, Terremark, any Seller Terremark Subsidiary or any Affiliate affiliate of SellerTerremark, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of any of Sellershareholder, Terremark, any Seller Terremark Subsidiary or any Affiliate affiliate of Seller Terremark or (iv) otherwise for the benefit of any of Sellershareholder, Terremark, any Seller Terremark Subsidiary or any Affiliate affiliate of Seller Terremark in violation of any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to Leased Real Property). Neither Seller Terremark nor any Seller Terremark Subsidiary nor any current director, officer, agent, employee or other Person acting on behalf of Seller Terremark or any Seller Terremark Subsidiary, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value.