Common use of Propriety of Past Payments Clause in Contracts

Propriety of Past Payments. (a) No unrecorded fund or asset of Seller has been established for any purpose, (b) no accumulation or use of corporate funds of Seller has been made without being properly accounted for in the books and records of Seller or such Subsidiary, (c) no payment has been made by or on behalf of Seller with the understanding that any part of such payment is to be used for any purpose other than that described in the documents supporting such payment and (d) none of Seller, any director, officer, employee or agent of Seller or any other Person associated with or acting for or on behalf of Seller has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, (i) to obtain favorable treatment for any of Seller, any Affiliate of Seller in securing business, (ii) to pay for favorable treatment for business secured for any of Seller, or any Affiliate of Seller, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of any of Seller, any Affiliate of Seller or (iv) otherwise for the benefit of any of Seller or any Affiliate of Seller in violation of any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to Leased Real Property). Neither Seller nor any current director, officer, agent, employee or other Person acting on behalf of Seller, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value.

Propriety of Past Payments. (a) No unrecorded fund fund, asset or asset account of Seller the Company or any Subsidiary has been established for any purpose, (b) no accumulation or use of corporate funds of Seller the Company or any Subsidiary has been made without being properly accounted for in the books and records of Seller or such Subsidiarythe Company and its Subsidiaries, (c) no payment has been made by or on behalf of Seller the Company or any Subsidiary with the understanding that any part of such payment is to be used for any purpose other than that described in the documents supporting such payment and (d) none of SellerCompany and its Subsidiaries, any director, officer, employee or agent of Seller the Company and its Subsidiaries or any other Person associated with or acting for or on behalf of Seller the Company and its Subsidiaries has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, (i) to obtain favorable treatment for the Company or any of SellerSubsidiary, any Affiliate of Seller in securing business, (ii) to pay for favorable treatment for business secured for any of Seller, the Company or any Affiliate of SellerSubsidiary, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of the Company or any of Seller, any Affiliate of Seller Subsidiary or (iv) otherwise for the benefit of any of Seller the Company or any Affiliate of Seller Subsidiary, in violation of any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to Leased Real Property). Neither Seller the Company nor any Subsidiary nor any current director, officer, agent, employee of the Company and its Subsidiaries or other Person acting on behalf of Sellerthe Company or any Subsidiary, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value.

Propriety of Past Payments. (a) No unrecorded fund or asset of Seller the Targeted Businesses has been established for any purpose, (b) no accumulation or use of corporate funds of Seller the Targeted Businesses has been made without being properly accounted for in the books and records of Seller or such Subsidiarythe Targeted Businesses, (c) no payment has been made by or on behalf of Seller the Targeted Businesses with the understanding that any part of such payment is to be used for any purpose other than that described in the documents supporting such payment and (d) none of Sellerthe Sellers (with respect to the Targeted Businesses), any Target Subsidiary, any director, officer, employee or agent of Seller the Targeted Businesses or any Target Subsidiary or any other Person associated with or acting for or on behalf of Seller the Targeted Businesses or any Target Subsidiary has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, (i) to obtain favorable treatment for any of Sellerthe Targeted Businesses, any Affiliate of Seller in securing business, (ii) to pay for favorable treatment for business secured for any of Seller, or any Affiliate of Sellerthe Targeted Businesses, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of any of Seller, any Affiliate of Seller the Targeted Businesses or (iv) otherwise for the benefit of any of Seller or any Affiliate of Seller the Targeted Businesses, in violation of any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to the Leased Real Property). Neither Seller the Sellers (with respect to the Targeted Businesses) nor any Target Subsidiary nor any current director, officer, agent, employee of the Targeted Businesses or other Person acting on behalf of Sellerthe Targeted Businesses or any Target Subsidiary, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure kickback or other item of valueexpenditure.

Propriety of Past Payments. (a) No unrecorded fund or asset of Seller or any Seller Subsidiary has been established for any purpose, (b) no accumulation or use of corporate funds of Seller or any Seller Subsidiary has been made without being properly accounted for in the books and records of Seller or such Subsidiary, (c) no payment has been made by or on behalf of Seller or any Seller Subsidiary with the understanding that any part of such payment is to be used for any purpose other than that described in the documents supporting such payment and (d) none of Seller, any Seller Subsidiary, any director, officer, employee or agent of Seller or any Seller Subsidiary or any other Person associated with or acting for or on behalf of Seller or any Seller Subsidiary has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, (i) to obtain favorable treatment for any of Seller, any Seller Subsidiary or any Affiliate of Seller in securing business, (ii) to pay for favorable treatment for business secured for any of Seller, any Seller Subsidiary or any Affiliate of Seller, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of any of Seller, any Seller Subsidiary or any Affiliate of Seller or (iv) otherwise for the benefit of any of Seller, any Seller Subsidiary or any Affiliate of Seller in violation of any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to Leased Real Property). Neither Seller nor any Seller Subsidiary nor any current director, officer, agent, employee or other Person acting on behalf of SellerSeller or any Seller Subsidiary, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value.

Propriety of Past Payments. (a) No unrecorded fund or asset of Seller the Targeted Businesses has been established for any purpose, (b) no accumulation or use of corporate funds of Seller the Targeted Businesses has been made without being properly accounted for in the books and records of Seller or such Subsidiarythe Targeted Businesses, (c) no payment has been made by or on behalf of Seller the Targeted Businesses with the understanding that any part of such payment is to be used for any purpose other than that described in the documents supporting such payment and (d) none of Sellerthe Sellers (with respect to the Targeted Businesses), any Target Subsidiary, any director, officer, employee or agent of Seller the Targeted Businesses or any Target Subsidiary or any other Table of Contents Person associated with or acting for or on behalf of Seller the Targeted Businesses or any Target Subsidiary has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, (i) to obtain favorable treatment for any of Sellerthe Targeted Businesses, any Affiliate of Seller in securing business, (ii) to pay for favorable treatment for business secured for any of Seller, or any Affiliate of Sellerthe Targeted Businesses, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of any of Seller, any Affiliate of Seller the Targeted Businesses or (iv) otherwise for the benefit of any of Seller or any Affiliate of Seller the Targeted Businesses, in violation of any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to the Leased Real Property). Neither Seller the Sellers (with respect to the Targeted Businesses) nor any Target Subsidiary nor any current director, officer, agent, employee of the Targeted Businesses or other Person acting on behalf of Sellerthe Targeted Businesses or any Target Subsidiary, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure kickback or other item of valueexpenditure.

Propriety of Past Payments. (a) No unrecorded fund or asset of Seller has been established for any purpose, (b) no . No accumulation or use of corporate company funds of Seller has been made without being properly accounted for in the books and records of Seller or such Subsidiary, (c) no Seller. No payment has been made by or on behalf of Seller with the understanding that any part of such payment is to be used for any purpose other than that described in the documents supporting such payment and (d) none of payment. Neither Seller, nor any officer, director, officermanager, employee or agent of Seller or any other Person associated with or acting for or on behalf of Seller Seller, has, directly or indirectly, offered, promised, authorized or made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, services to (i) influence an act or decision of any Governmental Authority (including a decision not to act); (ii) induce such a Person to use his or her influence to affect any Governmental Authority’s act or decision; (iii) obtain favorable treatment for any of Seller, Seller or any Affiliate of Seller in securing business, ; (iiiv) to pay for favorable treatment for business secured for any of Seller, Seller or any Affiliate of Seller, ; (iiiv) to obtain special concessions, concessions (or for special concessions already obtained, for or in respect of any of Seller, any Affiliate of Seller ); or (ivvi) otherwise for the benefit of any of Seller or any Affiliate of Seller in violation of any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty Law (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to Leased Real Propertythe United States Foreign Corrupt Practices Act). Neither Seller Seller, nor any current officer, director, officermanager, agentemployee, employee agent or other Person acting on behalf of Seller, has (A) used funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity or (B) accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value. No officer, director, manager, employee, agent or other Person acting on behalf of Seller is a government official, a political party or a candidate for political office. Seller does not have any undisclosed sub-agents, sub-contractors, or other third parties acting on its behalf. Neither Seller nor any equityholder, officer, director, manager, employee, consultant, agent or other Person acting on behalf of Seller has been convicted of or pleaded guilty to an offense involving fraud, corruption, or moral turpitude in any jurisdiction.

Propriety of Past Payments. To the Knowledge of Parent and Seller (a) No no unrecorded fund or asset of Seller has been established for any purpose, (b) no accumulation or use of corporate funds of the Seller has been made without being properly accounted for in the books and records of Seller or such Subsidiarythe Seller, (c) no payment has been made by or on behalf of the Seller with the understanding that any part of such payment is to be used for any purpose other than that described in the documents supporting such payment payment, and (d) none of Parent (solely with respect to the Seller) or Seller, any director, officer, employee or agent of the Parent (solely with respect to the Seller or any of the Assets) or Seller or any other Person associated with or acting for or on behalf of the Parent or Seller has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, (i) to obtain favorable treatment for any of the Parent (solely with respect to the Seller) or Seller, any Affiliate of Seller in securing business, (ii) to pay for favorable treatment for business secured for any of the Parent (solely with respect to the Seller, ) or any Affiliate of Seller, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of the Parent (solely with respect to the Seller or any of Seller, any Affiliate of the Assets) or Seller or (iv) otherwise for the benefit of the Parent (solely with respect to the Seller of any of Seller the Assets) or any Affiliate of Seller Seller, in violation of any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to Leased Real Property). Neither None of Parent (solely with respect to the Seller nor or any of the Assets) or Seller or any current director, officer, agent, employee of the Parent, Seller or other Person acting on behalf of Sellerthe Parent (solely with respect to the Seller or any of the Assets) or Seller , has accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value.