Clean Hands Clause Samples

Clean Hands. The Selling Stockholder is not prompted to sell the Shares to be sold by the Selling Stockholder hereunder by any information concerning the Company or any subsidiary of the Company which is not set forth in the final Prospectus or the Pricing Disclosure Package.

Clean Hands. Such Selling Shareholder is not prompted by any information concerning the Company or its Subsidiaries that is not set forth in the Time of Sale Information to sell the Secondary Securities to be sold by such Selling Shareholder pursuant hereto.

Clean Hands. An Indemnified Party will not be entitled to be indemnified or paid by the Corporation in respect of a Claim to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made, or a regulatory authority in a final ruling from which no appeal can be made, determines that a Claim resulted from: 13.3.1 the fraud, negligence or wilful misconduct of an Indemnified Party; or 13.3.2 the breach by an Indemnified Party of this Agreement. Any amounts which have previously been paid by the Corporation under this Agreement and to which an Indemnified Party is not ultimately entitled will be promptly reimbursed by the Indemnified Party.

Clean Hands. As of the date hereof and as of the Additional Closing Date, the sale of the Shares by the Selling Stockholder is not and will not be prompted by any information concerning the Company or its subsidiaries, taken as a whole, which is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

Clean Hands. Flex’s entry, as of the date hereof, into this Agreement, and Flex’s consummation of the transactions contemplated by this Agreement and the LLC Unit Repurchase are not prompted by any material non-public information required to be disclosed in the Registration Statement, the Pricing Disclosure Packet or the Prospectus that is not so disclosed.

Clean Hands. Valero’s entry, as of the date hereof, into the Exchange Agreement and this Agreement, and Valero’s consummation of the transactions contemplated by the Exchange Agreement and by this Agreement is not prompted by any material non-public information concerning the Company or any of its subsidiaries.

Clean Hands. The sale of the Securities to be purchased by the Underwriters from such Selling Shareholder is not prompted by any material non-public information concerning the Company that is not set forth in the Registration Statement, the General Disclosure Package or the Prospectus.

Clean Hands. The Seller is familiar with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “10-K”). The sale of the Seller’s Shares pursuant hereto is not prompted by any material, non-public fact, condition or information concerning the Company or its subsidiaries known to the Seller that is not set forth in the 10-K or the Company’s other filings with the Securities and Exchange Commission.

Clean Hands. Solely in respect of M▇. ▇▇▇▇▇, as of the date hereof and as of the Additional Closing Date, the sale of the Shares by Mr. Koerl is not prompted by any material information concerning the Company or its subsidiaries, taken as a whole, which is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus.