Absence of Certain Commercial Practices. Except as described on Schedule 4.27, neither the Company nor any Seller has made any payment (directly or by secret commissions, discounts, compensation or other payments) or given any gifts to another business concern, to an agent or employee of another business concern or of any governmental entity (domestic or foreign) or to a political party or candidate for political office (domestic or foreign), to obtain or retain business for the Company or to receive favorable or preferential treatment, except for gifts and entertainment given to representatives of customers or potential customers of sufficiently limited value and in a form (other than cash) that would not be construed as a bribe or payoff.
Absence of Certain Commercial Practices. To the best of Seller's knowledge, neither Seller nor any officer, director, employee or agent of Seller (or any Person acting on behalf of any of the foregoing), has directly or indirectly (i) given or agreed to give any gift or similar benefit of more than nominal value on behalf of Seller to any customer, supplier, employee or official of any Governmental Authority (domestic or foreign), to induce the recipient or his employer to do business, grant favorable treatment or compromise or forego any claim, (ii) made any significant payment which might be improper under prevailing law (regardless of the jurisdiction in which such payment was made) to promote or retain sales or to help, procure or maintain good relations with suppliers, (iii) engaged in any activity which constitutes a violation of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, (iv) engaged in any practice violating any law prohibiting compliance with an unsanctioned foreign boycott, (v) established or maintained any unrecorded or illegal corporate fund or account or assets, (vi) made false or fictitious entries on the books or records of Seller, or (vii) failed to perform its obligations in any material respect under any Contract with, or violated in any material respect any federal law known to Seller in its dealings with, the Federal government or any agency or department thereof, including, but not limited to, any law with respect to conspiracy to defraud, false claims, conspiracy to defraud the United States, embezzlement or theft of public money, fraud and false statements, false demands against the United States, mail fraud, wire fraud, RICO, and truth in negotiations. To the best of Seller's knowledge, no such gift or benefit is required in connection with the operations of Seller or its business to avoid any fine, penalty, cost, expense or adverse change in the assets, properties, liabilities, financial condition, results of operations or business of Seller.
Absence of Certain Commercial Practices. Neither the Stockholder, the Company nor any Company Subsidiary, nor, to the knowledge of the Stockholder and the Company, any director, officer, agent, employee or other person acting on behalf of the Company or any Company Subsidiary, has: (i) given or agreed to give any gift or similar benefit of more than nominal value to any customer, supplier, or governmental employee or official or any other person who is or may be in a position to help or hinder the Company or any Company Subsidiary or assist the Company or any Company Subsidiary in connection with any proposed transaction, which gift or similar benefit, if not given in the past, might have materially and adversely affected the business or prospects of the Company or any Company Subsidiary, or which, if not continued in the future, might materially and adversely affect the business or prospects of the Company or any Company Subsidiary; or (ii) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful contributions, payments or gifts, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act. Neither the Stockholder, the Company nor any Company Subsidiary, nor, to the knowledge of the Stockholder and the Company, any director, officer, agent, employee or other person acting on behalf of the Company or any Company Subsidiary, has accepted or received any unlawful contributions, payments, gifts or expenditures.
Absence of Certain Commercial Practices. Neither the Company nor any Seller has made any payment (directly or by secret commissions, discounts, compensation or other payments) or given any gifts to another business concern, to an agent or employee of another business concern or of any governmental entity (domestic or foreign) or to a political party or candidate for political office (domestic or foreign), to obtain or retain business for the Company or to receive favorable or preferential treatment, except for gifts and entertainment given to representatives of customers or potential customers (i) of sufficiently limited value and in a form (other than cash) that would not be construed as a bribe or payoff, (ii) which are consistent with accepted ethical customs and practices, and (iii) public disclosure of which would not embarrass either Seller or Purchaser.
Absence of Certain Commercial Practices. Neither the Company, nor any of its directors, officers, agents, affiliates or employees, nor the Shareholders, nor any other person acting on behalf of the Company or the Shareholders, have (a) given or agreed to give any gift or similar benefit having a value of $100 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the business of the Company, (b) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures relating to political activities to government officials or others in violation of any applicable laws, or (c) received any unlawful contributions, payments, gifts or expenditures in connection with the business of the Company.
Absence of Certain Commercial Practices. Neither GenTel nor any of its Subsidiaries has, directly or indirectly, paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent, government official or other party, in the United States or any other country, which is in any manner related to the business or operations of GenTel or its Subsidiaries, which Seller or GenTel or one of its Subsidiaries knows or has reason to believe to have been illegal under any federal, state or local laws of the United States or any other country having jurisdiction; and neither GenTel nor any of its Subsidiaries has participated, directly or indirectly, in any boycotts or other similar practices affecting any of its actual or potential customers in violation of any applicable law or regulation.
Absence of Certain Commercial Practices. Neither Crosstex nor any director, partner, officer, agent, employee, shareholder or other Person acting on behalf of Crosstex has (a) given or agreed to give any gift or similar benefit of more than nominal value to any customer, supplier, or governmental employee or official of any other Person who is or may be in a position to help or hinder Crosstex or assist Crosstex in connection with any proposed transaction, which gift or similar benefit, if not given in the past, might have materially and adversely affected the business or prospects of Crosstex or (b) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. Neither Crosstex nor any director, officer, shareholder, agent, employee or other Person acting on behalf of Crosstex has accepted or received or made any unlawful contributions, payments, gifts or expenditures.
Absence of Certain Commercial Practices. Neither the Company nor any officer, manager, director, employee, trustee, agent or representative of any of the foregoing, nor any Person acting on behalf of any of the foregoing, has given or agreed to give any (a) individual gift or similar benefit to any customer, supplier, physician, Governmental Entity (including any governmental employee or official) or any other Person who is or may be in a position to help, hinder or assist the Company or the Person giving such gift or benefit in connection with any actual or proposed transaction relating to the Company’s businesses, which gifts or similar benefits would individually or in the aggregate subject the Company or any officer, director, employee, agent or representative thereof to any criminal Action or violation of Law; (b) receipts from or payments to any governmental officials, physicians or employees in violation of Law; (c) bribes or kickbacks; or (d) any receipts or disbursements in connection with any unlawful boycott.
Absence of Certain Commercial Practices. Neither MediVators nor any director, partner, officer, agent, employee, stockholder or other Person acting on behalf of MediVators has (a) given or agreed to give any gift or similar benefit of more than nominal value to any customer, supplier, or governmental employee or official of any other Person who is or may be in a position to help or hinder MediVators or assist MediVators in connection with any proposed transaction, which gift or similar benefit, if not given in the past, might have materially and adversely affected the business or prospects of MediVators or (b) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. Neither MediVators nor any director, partner, officer, agent, employee or other Person acting on behalf of MediVators has accepted or received or made any unlawful contributions, payments, gifts or expenditures.
Absence of Certain Commercial Practices. Neither Cantel nor any director, partner, officer, agent, employee, stockholder or other Person acting on behalf of Cantel has (a) given or agreed to give any gift or similar benefit of more than nominal value to any customer, supplier, or governmental employee or official of any other Person who is or may be in a position to help or hinder Cantel or assist Cantel in connection with any proposed transaction, which gift or similar benefit, if not given in the past, might have materially and adversely affected the business or prospects of Cantel or (b) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. Neither Cantel nor any director, partner, officer, agent, employee or other Person acting on behalf of Cantel has accepted or received or made any unlawful contributions, payments, gifts or expenditures.
