RELATIONS WITH GOVERNMENTS, ETC. Neither the Company nor any Company Subsidiary has made, offered or agreed to offer anything of value to any governmental official, political party or candidate for government office which would cause the Company or any Company Subsidiary to be in violation of the Foreign Corrupt Practices Act of 1977 or any Governmental Requirement to a similar effect.
RELATIONS WITH GOVERNMENTS, ETC. None of the Mandara Entities has, directly or through an intermediary, offered, paid, promised to pay or authorized the payment of money or offered, given, or authorized the giving of anything of value to an official, employee, officer or representative of any government, or department, agency or instrumentality of any government, or a political party, party official or candidate for political office, for purposes of inducing such person to use his/her influence to assist the Mandara Entities in obtaining or retaining business or to benefit the Mandara Entities and has not otherwise violated the U.S. Foreign Corrupt Practices Act of 1977, as amended.
RELATIONS WITH GOVERNMENTS, ETC. None of the Sellers, the Company nor any of the Predecessors has made, offered or agreed to offer anything of value to any governmental official, political party or candidate for government office which would cause such Seller or the Company to be in violation of any Governmental Requirement.
RELATIONS WITH GOVERNMENTS, ETC. Neither the Seller nor any Seller Subsidiary has made, offered or agreed to offer anything of value to any governmental official, political party or candidate for government office which would cause the Seller or any Seller Subsidiary to be in violation of the Foreign Corrupt Practices Act of 1977 or any Governmental Requirement to a similar effect.
RELATIONS WITH GOVERNMENTS, ETC. Export Control Matters; Anti- Corruption Matters 40 Section 4.25 Brokers 41 Section 4.26 No Other Representations or Warranties 41 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER 41 Section 5.1 Organization 41 Section 5.2 Authority 41 Section 5.3 No Conflict; Required Filings and Consents 42 Section 5.4 Capitalization 42 Section 5.5 Listing Exchange 43 Section 5.6 Financing 43 Section 5.7 Issuance of the Buyer Common Shares 43 Section 5.8 Brokers 43 Section 5.9 Investment Intent 43 Section 5.10 Financial Reports and Regulatory Filings 43 Section 5.11 Internal Controls 44 Section 5.12 Form S-3 Eligibility 44 Section 5.13 No Stockholder Approval 45 Section 5.14 No Other Representations or Warranties 45 ARTICLE VI COVENANTS 45 Section 6.1 Conduct of Business Prior to the Closing 45 Section 6.2 Covenants Regarding Information 47 Section 6.3 Exclusivity 49 Section 6.4 Notification of Certain Matters; Supplements to Disclosure Schedules 49 Section 6.5 Release 50 Section 6.6 Affiliate Arrangements 51 Section 6.7 Resignations 51 Section 6.8 Confidentiality 51 Section 6.9 Consents and Filings; Further Assurances 53 Section 6.10 Termination of Indebtedness 54 Section 6.11 Public Announcements 54 Section 6.12 Restrictions on Company Payments and Buyer Stock Splits and Dividends 54 Section 6.13 Books and Records 55 TABLE OF CONTENTS (Continued) Page Section 6.14 Indemnification and Insurance 55 Section 6.15 Additional Listing Application 56 Section 6.16 Employee Matters 56 Section 6.17 Use of Certain Names 57 ARTICLE VII TAX MATTERS 57 Section 7.1 Tax Returns 57 Section 7.2 Cooperation 58 Section 7.3 Transfer Taxes 58 Section 7.4 Straddle Period Proration 59 Section 7.5 Pre-Closing Tax Indemnity 59 Section 7.6 Tax Proceedings 59 Section 7.7 Survival 60 ARTICLE VIII CONDITIONS TO CLOSING 60 Section 8.1 General Conditions 60 Section 8.2 Conditions to Obligations of the Sellers 60 Section 8.3 Conditions to Obligations of the Buyer 61 ARTICLE IX INDEMNIFICATION 62 Section 9.1 Survival 62 Section 9.2 Indemnification by the Sellers 63 Section 9.3 Indemnification by the Buyer 64 Section 9.4 Procedures 64 Section 9.5 Limits on Indemnification 66 Section 9.6 Remedies Not Affected by Investigation, Disclosure or Knowledge 67 Section 9.7 Materiality Qualifications 67 Section 9.8 Indemnity Escrow Fund 67 Section 9.9 No Double Recovery 68 Section 9.10 Exclusive Remedy; Waiver 68 Section 9.11 Mitigation 69 Section 9.12 Independent Investigation 69 ARTICLE X TERMINATION 70 Sec...
RELATIONS WITH GOVERNMENTS, ETC. 17 3.20 Commitments ................................................................ 17 3.21 Inventories ................................................................ 18 3.22 Insurance .................................................................. 19 3.23
RELATIONS WITH GOVERNMENTS, ETC. The Company has never made, offered or agreed to offer anything of value to any governmental official, political party or candidate for governmental office which would cause the Company to be in violation of the Foreign Corrupt Practices Act of 1977 or any Governmental Requirement to a similar effect. The Company has never entered into any commercial transaction with any Person in violation of the Export Administration Act, the Iran-Libya Sanctions Act or any other Governmental Requirement applicable to the Company that limits or imposes restrictions on (a) agreements with one or more foreign countries (or their subjects) or (b) doing business in one or more foreign countries.
RELATIONS WITH GOVERNMENTS, ETC. Neither Baker Hughes nor any Baker Hughes Transferring Entity has made, offered or agreed to offer a Prohibited Payment in connection with the Baker Hughes Seismic Business that would cause any such entity to be in violation of the FCPA or any Applicable Law of similar effect.
RELATIONS WITH GOVERNMENTS, ETC. The Owner has not made, offered or agreed to offer anything of value to any governmental official, political party or candidate for government office which would cause the Owner to be in violation of the Foreign Corrupt Practices Act of 1977 or any Governmental Requirement to a similar effect.
RELATIONS WITH GOVERNMENTS, ETC. None of the TARGET or any of its Subsidiaries, nor, to the knowledge of the Sellers and the TARGET, anyone acting on its or their behalf, has offered or agreed to offer anything of value to any governmental official, political party or candidate for government office that would constitute an illegal bribe.
