Common use of Absence of Sensitive Payments Clause in Contracts

Absence of Sensitive Payments. Neither the Company nor any Affiliate thereof nor any officer or director of any of them acting alone or together, has performed any of the following acts: (i) the making of any Payment to or for the private use of any governmental official, employee or agent where the Payment or the purpose of the Payment was illegal under the laws of the United States or the jurisdiction in which such payment was made, (ii) the establishment or maintenance of any unrecorded fund, asset or liability for any purpose or the making of any false or artificial entries on its books, (iii) the making of any Payment or the receipt of any Payment with the intention or understanding that any part of the Payment was to be used for any purpose other than that described in the documents supporting the Payment, or (iv) the giving of any Payment to, or the receipt of any Payment from, any person who was or could have been in a position to help or hinder the business of the Company (or assist the Company in connection with any actual or proposed transaction) which (A) would reasonably have been expected to subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (B) if not given in the past, would have had a Material Adverse Effect on the Company or (C) if not continued in the future, would have a Material Adverse Effect on the Company.

Appears in 2 contracts

Samples: Stock Acquisition Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al), Stock Acquisition Agreement (Vaalco Energy Inc /De/)

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Absence of Sensitive Payments. Neither the Company nor To DTS's knowledge, none of DTS, or any Affiliate thereof nor Subsidiary or affiliate or any officer or director of any of them acting alone or together, has performed any of the following acts, except to the extent that such acts, individually or collectively, would not have a DTS Material Adverse Effect: (i) the making of any Payment contribution, payment, remuneration, gift or other form of economic benefit (a "Payment") to or for the private use of any governmental official, employee or agent where the Payment or the purpose of the Payment was illegal under the laws of the United States or the jurisdiction in which such payment was wag made, (ii) the establishment or maintenance of any unrecorded fund, asset or liability for any purpose or the making of any false or artificial entries on its books, (iii) the making of any Payment to any person or the receipt of any Payment with the intention or understanding that any part of the Payment was to be used for any purpose other than that described in the documents supporting the Payment, or (iv) the giving of any Payment to, or the receipt of any Payment from, any person who was or could have been in a position to help or hinder the business of the Company DTS or any Subsidiary (or assist the Company DTS or any Subsidiary in connection with any actual or proposed transaction) which (A) would reasonably have been expected to subject the Company DTS or any Subsidiary to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (B) if not given in the past, would have had a DTS Material Adverse Effect on the Company or (C) if it had not continued in the future, would have had a DTS Material Adverse Effect on the CompanyEffect.

Appears in 1 contract

Samples: Security Agreement (Wi Lan Inc)

Absence of Sensitive Payments. Neither To the Company nor any Affiliate thereof nor any officer Company's Knowledge, none of the Company, or director of any of them its Subsidiaries or Affiliates, acting alone or together, has performed any of the following acts: (i) the making of any Payment contribution, payment, remuneration, gift or other form of economic benefit (a "PAYMENT") to or for the private use of any governmental official, employee or agent where the Payment or the purpose of the Payment was illegal under the laws of the United States or the jurisdiction in which such payment was made, (ii) the establishment or maintenance of any unrecorded fund, asset or liability for any purpose or the making of any false or artificial entries on its books, (iii) the making of any Payment to any Person or the receipt of any Payment with the intention or understanding that any part of the Payment was to be used for any purpose other than that described in the documents supporting the Payment, or (iv) the giving of any Payment to, or the receipt of any Payment from, any person Person who was or could have been in a position to help or hinder the business of the Company (or assist the Company any of its Subsidiaries in connection with any actual or proposed transaction) transaction which (A) would reasonably have been expected to subject the Company or any of its Subsidiaries or Affiliates to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (B) if not given in the past, would have had a Material Adverse Effect on the Company or (C) if it had not continued in the future, would have had a Material Adverse Effect on with respect to the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Usani LLC)

Absence of Sensitive Payments. Neither the Company nor any Affiliate thereof nor any officer To ISN and Parent's Knowledge, none of ISN or director of any of them its Affiliates, acting alone or together, has performed any of the following acts: (i) the making of any Payment contribution, payment, remuneration, gift or other form of economic benefit (a "PAYMENT") to or for the private use of any governmental official, employee or agent where the Payment or the purpose of the Payment was illegal under the laws of the United States or the jurisdiction in which such payment was made, (ii) the establishment or maintenance of any unrecorded fund, asset or liability for any purpose or the making of any false or artificial entries on its books, (iii) the making of any Payment to any Person or the receipt of any Payment with the intention or understanding that any part of the Payment was to be used for any purpose other than that described in the documents supporting the Payment, or (iv) the giving of any Payment to, or the receipt of any Payment from, any person Person who was or could have been in a position to help or hinder the business of the Company (or assist the Company ISN in connection with any actual or proposed transaction) transaction which (A) would reasonably have been expected to subject the Company ISN or any of its Affiliates to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (B) if not given in the past, would have had a Material Adverse Effect on the Company ISN or (C) if it had not continued in the future, would have had a Material Adverse Effect on the CompanyISN.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Usani LLC)

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Absence of Sensitive Payments. Neither To the Company nor any Affiliate thereof nor any officer Company's Knowledge, none of the Company, or director of any of them its Subsidiaries or Affiliates, acting alone or together, has performed any of the following acts: (i) the making of any Payment contribution, payment, remuneration, gift or other form of economic benefit (a "Payment") to or for the private use of any governmental official, employee or agent where the Payment or the purpose of the Payment was illegal under the laws of the United States or the jurisdiction in which such payment was made, (ii) the establishment or maintenance of any unrecorded fund, asset or liability for any purpose or the making of any false or artificial entries on its books, (iii) the making of any Payment to any Person or the receipt of any Payment with the intention or understanding that any part of the Payment was to be used for any purpose other than that described in the documents supporting the Payment, or (iv) the giving of any Payment to, or the receipt of any Payment from, any person Person who was or could have been in a position to help or hinder the business of the Company (or assist the Company any of its Subsidiaries in connection with any actual or proposed transaction) transaction which (A) would reasonably have been expected to subject the Company or any of its Subsidiaries or Affiliates to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (B) if not given in the past, would have had a Material Adverse Effect on the Company or (C) if it had not continued in the future, would have had a Material Adverse Effect on with respect to the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Usani LLC)

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