Common use of No Illegal or Improper Transactions Clause in Contracts

No Illegal or Improper Transactions. Since January 1, 2007, neither Parent nor any of its Subsidiaries or any officer, director, manager, member, employee, agent or Affiliate of Parent or its Subsidiaries on its behalf has offered, paid or agreed to pay to any person or entity (including any governmental official) or solicited, received or agreed to receive from any such person or entity, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for Parent or any of its Subsidiaries, (b) facilitating the purchase or sale of any product or services, or (c) avoiding the imposition of any fine or penalty, in each case of clauses (a) through (c), in any manner which is in violation of any Legal Requirement, the effect of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries taken as a whole. To Parent’s knowledge, no employee of Parent or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Legal Requirement described above. Neither Parent nor any of its Subsidiaries nor, to Parent’s knowledge, any officer, employee, contractor, subcontractor or agent of Parent or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

No Illegal or Improper Transactions. Since The Company represents and warrants that to the Knowledge of the Company, since January 1, 20072002, neither Parent the Company, any Subsidiary nor any of its Subsidiaries or any officer, director, manageremployee, member, employeeregistered representative, agent or Affiliate of Parent the Company or its Subsidiaries any Subsidiary on its behalf thereof has offered, paid or agreed to pay to any person or entity Person (including any governmental official) ), or solicited, received or agreed to receive from any such person or entityPerson, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for Parent the Company or any of its SubsidiariesSubsidiary, (b) facilitating the purchase or sale of any product or servicesservice, or (c) avoiding the imposition of any fine or penalty, in each case of clauses with respect to items (a), (b) through and/or (c), in any manner which is in violation of any Legal Requirementapplicable ordinance, the effect of which, individually regulation or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries taken as a wholeLaw. To Parent’s knowledgethe Knowledge of the Company, no employee Employee or registered representative of Parent the Company, any Subsidiary or any of its Subsidiaries Investment Adviser affiliated with the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime crime, or the violation or possible violation of any Legal Requirement described above. Neither Parent nor any of its Subsidiaries norapplicable law, to Parent’s knowledgein each case, by the Company, any officer, employee, contractor, subcontractor or agent of Parent Subsidiary or any Investment Adviser affiliated with the Company. As of its Subsidiaries the date hereof, no Person to the Knowledge of the Company has dischargedasserted or has threatened to assert, demotedany claim for any Proceeding, suspendedagainst the Company or any Subsidiary arising out of any discharge, threateneddemotion, harassed suspension, threat, harassment or in any other manner discriminated discrimination against an employee or registered representative of Parent or any of its Subsidiaries in the terms and conditions of employment such company because of any act of such employee Employee or registered representative described in 18 U.S.C. § 1514A(a).

No Illegal or Improper Transactions. Since January 1, 20072009, neither Parent the Company nor any of its Subsidiaries or any officer, director, manager, member, employee, agent or Affiliate of Parent the Company or its Subsidiaries on its behalf has offered, paid or agreed to pay to any person or entity Person (including any governmental official) or solicited, received or agreed to receive from any such person or entityPerson, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for Parent the Company or any of its Subsidiaries, (b) facilitating the purchase or sale of any product or servicesservice, or (c) avoiding the imposition of any fine or penalty, in each case of clauses (a) through (c), in any manner which is in violation of any Legal Requirementapplicable ordinance, regulation or law, the effect of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent and be materially adverse to the business, assets or financial condition of the Company or any of its Subsidiaries Subsidiaries, taken as a whole. To Parentthe Company’s knowledge, no employee of Parent the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Legal Requirement described aboveapplicable law. Neither Parent the Company nor any of its Subsidiaries nor, to Parent’s knowledge, nor any officer, employee, contractor, subcontractor or agent of Parent the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent the Company or any of its Subsidiaries in the terms and conditions of employment because in violation of any act of such employee described in 18 U.S.C. § 1514A(a)applicable law.

No Illegal or Improper Transactions. Since January 1, 2007, neither Parent the Company nor any of its Subsidiaries or any officer, director, manager, member, employee, agent or Affiliate of Parent the Company or its Subsidiaries on its behalf has offered, paid or agreed to pay to any person or entity (including any governmental official) or solicited, received or agreed to receive from any such person or entity, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for Parent the Company or any of its Subsidiaries, (b) facilitating the purchase or sale of any product or servicesCompany Product, or (c) avoiding the imposition of any fine or penalty, in each case of clauses (a) through (c), in any manner which is in violation of any Legal Requirement, the effect of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent and be materially adverse to the business, assets, or financial condition of the Company or any of its Subsidiaries Subsidiaries, taken as a whole. To Parentthe Company’s knowledge, no employee of Parent the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Legal Requirement described aboveApplicable Law. Neither Parent the Company nor any of its Subsidiaries nor, to Parent’s knowledge, nor any officer, employee, contractor, subcontractor or agent of Parent the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

No Illegal or Improper Transactions. Since January 1, 20072002, neither Parent the Company nor any of its Subsidiaries nor any Signing Shareholder or any officer, director, manager, member, employee, agent or Affiliate of Parent the Company or its Subsidiaries on its behalf has offered, paid or agreed to pay to any person or entity (including any governmental official) or solicited, received or agreed to receive from any such person or entity, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for Parent the Company or any of its Subsidiaries, (b) facilitating the purchase or sale of any product or servicesservice, or (c) avoiding the imposition of any fine or penalty, in each case of clauses (a) through (c), in any manner which is in violation of any Legal Requirementapplicable ordinance, regulation or law, the effect of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent and be materially adverse to the business, assets, prospects or financial condition of the Company or any of its Subsidiaries Subsidiaries, taken as a whole. To Parentthe Company’s knowledge, no employee of Parent the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Legal Requirement described aboveapplicable law. Neither Parent the Company nor any of its Subsidiaries nor, to Parent’s knowledge, nor any officer, employee, contractor, subcontractor or agent of Parent the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § Sec. 1514A(a).

No Illegal or Improper Transactions. Since January 1, 2007, neither Parent the Company nor any of its Subsidiaries or nor any officer, director, manager, member, employee, agent or Affiliate of Parent the Company or its Subsidiaries on its behalf has offered, paid or agreed to pay to any person or entity (including any governmental official) or solicited, received or agreed to receive from any such person or entity, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for Parent the Company or any of its Subsidiaries, (b) facilitating the purchase or sale of any product or servicesCompany Product, or (c) avoiding the imposition of any fine or penalty, in each case of clauses (a) through (c), in any manner which is in violation of any Legal Requirement, the effect of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent the Company and its Subsidiaries taken as a whole. To Parentthe Company’s knowledge, no employee of Parent the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Legal Requirement described above. Neither Parent the Company nor any of its Subsidiaries nor, to Parentthe Company’s knowledge, any officer, employee, contractor, subcontractor or agent of Parent the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).