Common use of Propriety of Past Payments Clause in Contracts

Propriety of Past Payments. (i) No unrecorded fund or asset of the Company or any of the Company's Subsidiaries has been established for any purpose, (ii) no accumulation or use of corporate funds of the Company or any of the Company's Subsidiaries has been made without being property accounted for in the books and records of the Company or any of the Company's Subsidiaries, (iii) no payment has been made by or on behalf of the Company or any of the Company's Subsidiaries 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 (iv) none of the Company, any of the Company's Subsidiaries, any director, officer, employee or agent of the Company of any of the Company's 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, (A) to obtain favorable treatment for any stockholder, the Company, any of the Company's Subsidiaries or any affiliate of the Company in securing business, (B) to pay for favorable treatment for business secured for any stockholder, the Company, any of the Company's Subsidiaries or any affiliate of the Company, (C) to obtain special concessions, or for special concessions already obtained, for or in respect of any stockholder, the Company or any of the Company's Subsidiaries or any affiliate of the Company or (iv) otherwise for the benefit of any stockholder, the Company or any of the Company's Subsidiaries or any affiliate of the Company 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 Real Property). Neither the Company nor any of the Company's Subsidiaries nor any current directly, officer, agent, employee or other Person acting on behalf of the Company or any of the Company's Subsidiaries, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value.

Propriety of Past Payments. (ia) No unrecorded fund or asset of the any Company or any of the Company's Subsidiaries has been established for any purpose, (iib) no accumulation or use of corporate funds of the any Company or any of the Company's Subsidiaries has been made without being property properly accounted for in the books and records of the Company or any of the Company's Subsidiaries, (iiic) no payment has been made by or on behalf of the any Company or any of the Company's Subsidiaries 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 (ivd) none of the Company, any of the Company's SubsidiariesCompanies, any director, officer, employee or agent of the Company Companies or any other person associated with or acting for or on behalf of any of the Company's Subsidiaries Companies has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Personperson, private or public, regardless of form, whether in money, property or services, (Ai) to obtain favorable treatment for any stockholder, of the CompanyShareholders, any of the Company's Subsidiaries Companies, or any affiliate of the Company Companies in securing business, (Bii) to pay for favorable treatment for business secured for any stockholder, of the CompanyShareholder, any of the Company's Subsidiaries Companies or any affiliate of any of the CompanyCompanies, (Ciii) to obtain special concessions, or for special concessions already obtained, for or in respect of any stockholderof the Shareholders, the Company or any of the Company's Subsidiaries Companies, or any affiliate of any of the Company Companies or (iv) otherwise for the benefit of any stockholderof the Shareholders, the Company or any of the Company's Subsidiaries Companies, or any affiliate of any of the Company Companies in violation of any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, lawLaw, ordinance, principle of common law, regulation, statute, or treaty (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to Real Propertyreal property). Neither the Company nor any None of the Company's Subsidiaries nor Companies, or any current directlydirector, officer, agent, employee or other Person person acting on behalf of the Company or any of the Company's SubsidiariesCompanies, has (i) used funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity or (ii) accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value.

Propriety of Past Payments. To the Company’s knowledge, as of the Closing, (ia) No no unrecorded fund or asset of the Company or any of the Company's Subsidiaries its subsidiaries has been established for any purpose, (iib) no accumulation or use of corporate funds of the Company or any of the Company's Subsidiaries its subsidiaries has been made without being property properly accounted for in the books and records of the Company or any of the Company's Subsidiariesapplicable subsidiary, (iiic) no payment has been made by or on behalf of the Company or any of the Company's Subsidiaries its subsidiaries 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 (ivd) none of the Company, Company or any of the Company's Subsidiariesits subsidiaries, or any directorof their directors, officerofficers, employee employees or agent agents or any other Person associated with or acting for or on behalf of the Company of or any of the Company's Subsidiaries 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, (Ai) to obtain favorable treatment for any stockholder, the Company, any of the Company's Subsidiaries Subsidiary or any affiliate of the Company their respective affiliates in securing business, (Bii) to pay for favorable treatment for business secured for any stockholder, the Company, any of the Company's Subsidiaries Subsidiary or any affiliate of the Companytheir respective affiliates, (Ciii) to obtain special concessions, or for special concessions already obtained, for or in respect of the Company, any stockholder, the Company Subsidiary or any of the Company's Subsidiaries or any affiliate of the Company their respective affiliates or (iv) otherwise for the benefit of the Company, any stockholder, the Company Subsidiary or any of the Company's Subsidiaries or any affiliate of the Company their respective affiliates in violation of any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statutestatute or treaty. To the Company’s knowledge, or treaty (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to Real Property). Neither none of the Company nor or any of the Company's Subsidiaries nor its subsidiaries or any of their current directlydirectors, officerofficers, agentagents, employee employees or other Person acting on behalf of the Company or any of the Company's Subsidiariesits subsidiaries, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value.

Propriety of Past Payments. (i) No unrecorded fund or asset of the Company or any of the Company's Subsidiaries Company Subsidiary has been established for any purpose, (iia) no accumulation or use of corporate funds of the Company or any of the Company's Subsidiaries Company Subsidiary has been made without being property properly accounted for in the books and records of the Company or any the applicable Company Subsidiary and (b) none of the Company's Subsidiaries, (iii) no payment has been made by any Company Subsidiary, any director, officer, employee in their capacity as such, or agent of the Company or any Company Subsidiary or any other Person associated with or acting for or on behalf of the Company or any of the Company's Subsidiaries 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 (iv) none of the Company, any of the Company's Subsidiaries, any director, officer, employee or agent of the Company of any of the Company's Subsidiaries 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, (Ai) to obtain favorable treatment for any stockholderCompany Stockholder, the Company, any of the Company's Subsidiaries Company Subsidiary or any affiliate of the Company in securing business, (Bii) to pay for favorable treatment for business secured for any stockholderCompany Stockholder, the Company, any of the Company's Subsidiaries Company Subsidiary or any affiliate of the Company, (Ciii) to obtain special concessions, or for special concessions already obtained, for or in respect of any stockholderCompany Stockholder, the Company, any Company or any of the Company's Subsidiaries Subsidiary or any affiliate of the Company or (iv) otherwise for the benefit of any stockholderCompany Stockholder, the Company, any Company or any of the Company's Subsidiaries Subsidiary or any affiliate of the Company 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 Real Propertyreal property). Neither the Company nor any None of the Company's Subsidiaries nor , any Company Subsidiary or any current directlydirector, officer, agent, employee or other Person acting on behalf of the Company or any of Company Subsidiary pursuant to the Company's Subsidiaries’s or any Company Subsidiary’s request, has used funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity or accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value.. Table of Contents

Propriety of Past Payments. Within the five (i5) No year period preceding the date of this Agreement, (a) neither the Company nor any Company Subsidiary has established any unrecorded fund or asset of the Company or any of the Company's Subsidiaries has been established for any purpose, (iib) no neither the Company nor any Company Subsidiary has accumulated or used its corporate funds without accurately and fairly recording such accumulation or use of corporate funds of the Company or any of the Company's Subsidiaries has been made without being property accounted for in the books and records of the Company or any of such Company Subsidiary, as the Company's Subsidiariescase may be, (iiic) no payment has been made by or on behalf of neither the Company nor any Company Subsidiary has made, offered or promised any of the Company's Subsidiaries payment 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 (ivd) none neither of the Company, any Company Subsidiary, any director or officer, or, to the Knowledge of the Company's Subsidiaries, any director, officerCompany or such Company Subsidiary, employee or agent of the Company of or any of the Company's Subsidiaries Company 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 property, services or servicesanything of value, (Ai) to obtain favorable treatment for any stockholderCompany Shareholder, the Company, any of the Company's Subsidiaries Company or any affiliate of the Company Subsidiary in securing business, (Bii) to pay for favorable treatment for business (including any financial or commercial advantage) secured for any stockholderCompany Shareholder, the Company, any of the Company's Subsidiaries Company or any affiliate of the CompanyCompany Subsidiary, (Ciii) to obtain special concessions, or for special concessions already obtained, for or in respect of any stockholderCompany Shareholder, the Company or any of the Company's Subsidiaries or any affiliate of the Company Subsidiary or (iv) otherwise for the benefit of any stockholderCompany Shareholder, the Company or any of the Company's Subsidiaries or any affiliate of the Company Subsidiary, in each such case in violation of any federalLaw. During the five (5) year period preceding the date of this Agreement, 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 Real Property). Neither the Company nor any none of the Company's Subsidiaries nor , any Company Subsidiary or any current directly, director or officer, agentor, employee or other Person acting on behalf of to the Company or any Knowledge of the Company's Subsidiaries, agent or employee has (y) used funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity or (z) accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value. Neither the Company nor any of its Subsidiaries has Knowledge of any violation by it of the Foreign Corrupt Practices Act.

Propriety of Past Payments. (ia) No unrecorded fund or asset of the Company or any of the Company's Subsidiaries Company Subsidiary has been established for any purpose, (iib) no accumulation or use of corporate funds of the Company or any of the Company's Subsidiaries Company Subsidiary has been made without being property properly accounted for in the books and records of the Company or any of the Company's Subsidiariesapplicable Company Subsidiary, (iiic) no payment has been made by or on behalf of the Company or any of the Company's Subsidiaries Company Subsidiary with the understanding that any part party of such payment is to be used for any purpose other than that described in the documents supporting such payment and (ivd) none of the Company, Company or any of the Company's SubsidiariesCompany Subsidiary, any director, officer, employee employee, or agent of the Company of or any Company Subsidiary or any other person acting for or behalf of the Company's Subsidiaries hasCompany or any Company Subsidiary has in those capacities, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Personperson, private or public, regardless of form, whether in money, property or services, (Ai) to obtain favorable treatment for any officer, director, stockholder, member or manager of the Company or any Company Subsidiary, the Company, any of the Company's Subsidiaries Company Subsidiary or any affiliate Affiliate of the Company in securing business, (Bii) to pay for favorable treatment for business secured for any stockholder, officer or director of the Company, the Company, any of the Company's Subsidiaries Company Subsidiary or any affiliate of the Company, (Ciii) to obtain special concessions, or for special concessions already obtained, for or in respect of any stockholder, the Company officer or any director of the Company's Subsidiaries , the Company, any Company Subsidiary or any affiliate Affiliate of the Company or (iv) otherwise for the benefit of any stockholder, the Company officer or any director of the Company's Subsidiaries , the Company, any Company Subsidiary or any affiliate Affiliate of the Company company 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 Real Property)Legal Requirement. Neither the Company nor any None of the Company's Subsidiaries nor , any Company Subsidiary, or any current directlydirector, officer, agent, employee or other Person person acting on behalf of the Company or any of the Company's SubsidiariesCompany Subsidiary, has in those capacities (x) used funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity or (y) accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value.

Propriety of Past Payments. (i) No unrecorded fund or asset of the Company or any of the Company's Subsidiaries has been established for any purposeSince December 31, (ii) no accumulation or use of corporate funds of the Company or any of the Company's Subsidiaries has been made without being property accounted for in the books and records of the Company or any of the Company's Subsidiaries2009, (iii) no payment has been made by or on behalf or for the benefit of the Company or any of the Company's Subsidiaries 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 payment. No unrecorded fund or asset of the Company or the Subsidiary has been established for any purpose. No accumulation or use of corporate funds of the Company or the Subsidiary has been made without being properly accounted for in the books and (iv) none records of the Company or the Subsidiary, as applicable. None of the Company, any of the Company's SubsidiariesSubsidiary, any director, officerofficer or employee of the Company or the Subsidiary or, employee or to the Company’s Knowledge, any agent of the Company of or the Subsidiary or any other Person associated with or acting for or on behalf of the Company's Subsidiaries Company or the 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, (Aa) to obtain favorable treatment for any stockholder, the Company, the Subsidiary or any of the Company's Subsidiaries or any affiliate of the Company their respective Affiliates in securing business, (Bb) to pay for favorable treatment for business secured for any stockholder, the Company, the Subsidiary or any of the Company's Subsidiaries or any affiliate of the Companytheir respective Affiliates, (Cc) to obtain special concessions, or for special concessions already obtained, for or in respect of any stockholderthe Company, the Company or Subsidiary or, to the Company’s Knowledge, any of the Company's Subsidiaries or any affiliate of the Company their respective Affiliates or (ivd) otherwise for the benefit of any stockholderthe Company, the Company Subsidiary or any of the Company's Subsidiaries or any affiliate of the Company their respective Affiliates in violation of any federalLaw. Since December 31, state2009, 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 Real Property). Neither the Company nor any none of the Company's Subsidiaries nor , the Subsidiary, any current directlyof their respective directors, officerofficers, agentemployees, employee agents, or any other Person Persons acting for or on behalf of the Company or any the Subsidiary, has on behalf or for the benefit of the Company's SubsidiariesCompany (i) used funds for unlawful contributions, has gifts, entertainment or other unlawful expenses related to political activity or (ii) accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value. None of the Company, the Subsidiary, any of their respective directors, officers, or employees or, to the Company’s Knowledge, any of their respective agents or any other Persons acting on behalf of the Company or the Subsidiary has been convicted of or pleaded guilty to an offense involving financial fraud or corruption in any jurisdiction or is listed by any Governmental Entity as debarred, suspended, proposed for suspension or disbarment or otherwise ineligible for government procurement programs.