Common use of No Illegal Payments Clause in Contracts

No Illegal Payments. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Gca Ii Acquisition Corp), Agreement and Plan of Merger (Gca I Acquisition Corp), Share Exchange Agreement (PetLife Pharmaceuticals, Inc.)

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No Illegal Payments. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, records or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 4 contracts

Samples: Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/), Agreement and Plan of Merger (Cytogen Corp), Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/)

No Illegal Payments. None of the CompanyNeither Parent, nor any of its Subsidiaries or, to the Knowledge of the CompanyParent, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company Parent or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the CompanyParent, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, records or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 3 contracts

Samples: Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/), Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/), Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/)

No Illegal Payments. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or and which the Company, any maker or provider of its Subsidiaries such payment or any Affiliate thereof or any such officer, employee or other Person services should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, or (d) had any material transactions or payments which are not recorded in its accounting books and records, or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Valeant Pharmaceuticals International), Agreement and Plan of Merger (Valeant Pharmaceuticals International)

No Illegal Payments. None of the CompanyParent, any of its Subsidiaries or, to the Knowledge of the CompanyParent, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company Parent or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the CompanyParent, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gca I Acquisition Corp), Agreement and Plan of Merger (Gca I Acquisition Corp)

No Illegal Payments. None of the CompanyFIND, any of its Subsidiaries or, to the Knowledge of the CompanyFIND, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company FIND or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the CompanyFIND, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer payor or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 2 contracts

Samples: Employment Agreement (Findex Com Inc), Agreement and Plan of Merger (Findex Com Inc)

No Illegal Payments. None of the CompanyESCT, any of its Subsidiaries or, to the Knowledge of the CompanyESCT, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company ESCT or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the CompanyESCT, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer payor or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Findex Com Inc), Employment Agreement (Findex Com Inc)

No Illegal Payments. None of the Company, Seller Parties nor any Subsidiary of its Subsidiaries the Company or, to the Knowledge of the CompanySeller Parties, any Affiliate, officer, agent or employee thereofof any Acquired Company, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its SubsidiariesAcquired Company, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or and which the Company, any maker or provider of its Subsidiaries such payment or any Affiliate thereof or any such officer, employee or other Person services should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Valeant Pharmaceuticals International)

No Illegal Payments. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, records or (e) had any off-book bank or cash accounts or "slush funds."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jag Media Holdings Inc)

No Illegal Payments. None of the Company, any of its Subsidiaries subsidiaries or, to the Knowledge of the Company’s knowledge, any Affiliateaffiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its Subsidiariessubsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries subsidiaries or any Affiliate affiliate thereof or any such officer, employee or other Person person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, records or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 1 contract

Samples: Stock Purchase Agreement (Cornerstone Therapeutics Inc)

No Illegal Payments. None of Neither the Company, any of its Subsidiaries orCompany nor, to the Knowledge knowledge of the CompanyCompany and the Indemnity Unitholder, any Affiliateaffiliate, officer, agent or employee thereof, directly or indirectly, has, since inceptionthe Company's formation, on behalf of or with respect to the Company Company, or any of its Subsidiariesaffiliate thereof, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries or any Affiliate affiliate thereof or any such officer, agent or employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments related to the Company which are not recorded in its accounting books and records, records or (e) had any off-book bank or cash accounts or “slush fundsnot reflected in the books and records of the Company.

Appears in 1 contract

Samples: Unit Purchase Agreement (Integra Inc)

No Illegal Payments. None of the Company, any of its Subsidiaries Company Subsidiary or, to the Knowledge of the Company, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its SubsidiariesCompany Subsidiary, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries Company Subsidiary or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, records or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ariba Inc)

No Illegal Payments. None of the Company, any of its Subsidiaries Company or, to the Knowledge of the Company, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its SubsidiariesCompany, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries Company or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, records or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bio Imaging Technologies Inc)

No Illegal Payments. None of the CompanyParent, any of its Subsidiaries or, to the Knowledge of the CompanyParent, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company Parent or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the CompanyParent, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gca I Acquisition Corp)

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No Illegal Payments. None of the Company, any of its Subsidiaries or, to the Knowledge knowledge of the Company, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, records or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inforte Corp)

No Illegal Payments. None of the CompanyParent, any of its Subsidiaries or, to the Knowledge of the CompanyParent, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company Parent or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the CompanyParent, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gca Ii Acquisition Corp)

No Illegal Payments. None of the CompanyEverhome, any of its Subsidiaries or, to the Knowledge of the CompanyEverhome, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company Everhome or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the CompanyEverhome, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 1 contract

Samples: Share Exchange Agreement

No Illegal Payments. None of Neither the Company, any of its Subsidiaries orCompany nor, to the Knowledge knowledge of the Company, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its Subsidiaries, (ai) made any unlawful domestic or foreign political contributions, (bii) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries Company or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (ciii) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (div) had any material transactions or payments which are not recorded in its accounting books and records, records or (ev) had any off-book bank or cash accounts or "slush funds."

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Freemarkets Inc)

No Illegal Payments. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, records or (e) had any off-book bank or cash accounts or "slush funds."

Appears in 1 contract

Samples: Agreement and Plan of Merger (EUSA Pharma Inc)

No Illegal Payments. None of the CompanyOELC, any of its Subsidiaries or, to the Knowledge of the CompanyOELC, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company OELC or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the CompanyOELC, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 1 contract

Samples: Share Exchange Agreement (Alas Aviation Corp.)

No Illegal Payments. None of the Company, any of its Subsidiaries orThe Company and, to the Knowledge knowledge of the CompanyCompany and the Shareholders, any Affiliateaffiliate, officer, agent or employee thereof, directly or indirectly, hashas not, since inceptionduring the past five years, on behalf of or with respect to the Company Company, or any of its Subsidiariesaffiliate thereof, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries or any Affiliate affiliate thereof or any such officer, agent or employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments related to the Company which are not recorded in its accounting books and records, records or (e) had any off-book bank or cash accounts or “slush fundsnot reflected in the books and records of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Fastnet Corp)

No Illegal Payments. None of the Company, any of its Subsidiaries or, to the Knowledge knowledge of the Company, any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries or any Affiliate thereof or any such officer, employee or other Person person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (d) had any material transactions or payments which are not recorded in its accounting books and records, records or (e) had any off-book bank or cash accounts or “slush funds.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cognizant Technology Solutions Corp)

No Illegal Payments. None To the Company's Knowledge, none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, or any Affiliate, officer, agent or employee thereof, directly or indirectly, has, since inception, on behalf of or with respect to the Company or any of its Subsidiaries, (a) made any unlawful domestic or foreign political contributions, (b) made any payment or provided services which were not legal to make or provide or which the Company, any of its Subsidiaries or any Affiliate thereof or any such officer, agent or employee or other Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (c) received any payment or any services which the Company, any of its Subsidiaries or any Affiliate thereof or such officer, agent or employee should reasonably have known were not legal for the payer or the provider of such services to make or provide, or (d) had any material transactions or payments which are not recorded in its accounting books and records, or (e) had any off-book bank or cash accounts or "slush funds."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aptimus Inc)

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