Common use of Propriety of Past Payments Clause in Contracts

Propriety of Past Payments. (a) No unrecorded fund of the Company or any Company Subsidiary has been established for any purpose, (b) no accumulation or use of corporate funds of the Company or any Company Subsidiary has been made without being properly accounted for in the books and records of the Company or such Company Subsidiary, (c) no payment has been made by or on behalf of the Company or any Company 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 the Company, any Company Subsidiary, any director, officer, employee 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 Company Subsidiary has, directly or indirectly, made any 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 that is illegal, (i) to obtain favorable treatment for the Company, any Company Subsidiary or any Affiliate of the Company in securing business, (ii) to pay for favorable treatment for business secured for the Company, any Company Subsidiary or any Affiliate of the Company, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of the Company or any Company Subsidiary. To the Knowledge of the Company, neither the Company nor any Company Subsidiary nor any current director, officer or employee of the Company or any Company Subsidiary nor any other Person acting on behalf of the Company or any Company Subsidiary, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value in connection with the business of the Company or any Company Subsidiary.

Appears in 2 contracts

Samples: Option Agreement (Credit Suisse First Boston Usa Inc), Option Agreement (Pmi Group Inc)

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Propriety of Past Payments. (a) No unrecorded fund or asset of the Company or any Company Subsidiary has been established for any purpose, (b) no accumulation or use of corporate funds of the Company or any Company Subsidiary has been made without being properly accounted for in the books and records of the Company or such the applicable Company Subsidiary, (c) no payment has been made by or on behalf of the Company or any Company Subsidiary with the understanding that any part nay party of such payment is to be used for any purpose other than that described in the documents supporting such payment and (d) none of the Company, Company or any Company Subsidiary, any stockholder, director, officer, employee employee, or agent of the Company or any Company Subsidiary or any other Person person associated with or acting for or on behalf of the Company or any Company Subsidiary 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 that is illegalservices, (i) to obtain favorable treatment for any officer, director, stockholder, member or manager of the Company or any Company Subsidiary, the Company, any Company Subsidiary or any Affiliate of the Company in securing business, (ii) to pay for favorable treatment for business secured for any stockholder, officer or director of the Company, the Company, any Company Subsidiary or any Affiliate affiliate of the Company, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of the Company any stockholder, officer or any Company Subsidiary. To the Knowledge director of the Company, neither the Company nor Company, any Company Subsidiary nor or any Affiliate of the Company or (iv) otherwise for the benefit of any stockholder, officer or director of the Company, the Company, any Company Subsidiary or any Affiliate of the company in violation of any Legal Requirement. None of the Company, any Company Subsidiary, or any current director, officer officer, agent, employee or employee of the Company or any Company Subsidiary nor any other Person person acting on behalf of the Company or any Company Subsidiary, has (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 in connection with the business of the Company or any Company Subsidiaryvalue.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Enernoc Inc)

Propriety of Past Payments. (a) No unrecorded fund or asset of the Company or any Company Subsidiary has been established for any purpose, (b) no accumulation or use of corporate funds of the Company or any Company Subsidiary has been made without being properly accounted for in the books and records of the Company or such Company Subsidiary, (c) no payment has been made by or on behalf of the Company or any Company 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 the Company, any Company Subsidiary, any director, officer, employee 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 Company Subsidiary has, directly or indirectly, made any 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 that which is illegalillegal or violative of Company policy, (i) to obtain favorable treatment for any of the Company, any Company Subsidiary or any Affiliate or Associate of the Company in securing business, (ii) to pay for favorable treatment for business secured for any of the Company, any Company Subsidiary or any Affiliate or Associate of the Company, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of any of the Company, any Company Subsidiary or any Affiliate or Associate of the Company, or (iv) otherwise for the benefit of any of the Company, any Company Subsidiary or any Affiliate or Associate 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 Leased Real Property). Neither the Company or any Company Subsidiary. To the Knowledge of the Company, neither the Company nor any Company Subsidiary nor any current director, officer officer, agent, employee or employee of the Company or any Company Subsidiary nor any other Person acting on behalf of the Company or any Company Subsidiary, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value in connection with the business which is unlawful or violative of the Company or any Company Subsidiarypolicy.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Business Objects S.A.)

Propriety of Past Payments. To the Knowledge of the Company, (a) No no unrecorded fund or asset of the Company or any Company Subsidiary has been established for any purpose, (b) no accumulation or use of corporate funds of the Company or any Company Subsidiary has been made without being properly accounted for in the books and records of the Company or such any Company Subsidiary, and (c) no payment has been made by or on behalf none of the Company or any Company 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 the CompanySubsidiary, any Company Subsidiarynor, any director, officer, employee 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 Company Subsidiary has, directly or indirectly, on behalf of the Company or any Company Subsidiary, 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 that is illegalservices, (i) to obtain favorable treatment for the Company, Company or any Company Subsidiary Subsidiary, or any Affiliate of the Company in securing business, (ii) to pay for favorable treatment for business secured for the Company, Company or any Company Subsidiary Subsidiary, or any Affiliate of the Company, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of the Company or any Company Subsidiary, or any Affiliate of the Company or (iv) otherwise for the benefit of the Company or any Company Subsidiary, or any Affiliate of the Company in violation of any Law, (including existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans relating to Real Property) to which the Company or any Company Subsidiary is subject. To Neither the Company nor any Company Subsidiary or, to the Knowledge of the Company, neither the Company nor any Company Subsidiary nor any current director, officer officer, agent, employee or employee of the Company or any Company Subsidiary nor any other Person acting on behalf of the Company or any Company Subsidiary, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value value. To the Knowledge of the Company, the Company and each Company Subsidiary has conducted its business in connection a manner that complies with the business of the Company or any Company SubsidiaryU.S. Foreign Corrupt Practices Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jarden Corp)

Propriety of Past Payments. (a) No unrecorded fund or asset of the Company or any Company Subsidiary has been established for any purpose, (b) no accumulation or use of corporate funds of the Company or any Company Subsidiary has been made without being properly accounted for in the books and records of the Company or such Company SubsidiaryCompany, (c) no payment has been made by or on behalf of the Company or any Company 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 the Company, any Company Subsidiarystockholder, any director, officer, employee employee, or agent of the Company or any Company Subsidiary or any other Person person associated with or acting for or on behalf of the Company or any Company Subsidiary 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 that is illegalservices, (i) to obtain favorable treatment for any officer, director, stockholder, member or manager of the Company, any Company Subsidiary the Company, or any Affiliate of the Company in securing business, (ii) to pay for favorable treatment for business secured for any stockholder, officer or director of the Company, any Company Subsidiary the Company, or any Affiliate of the Company, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of the Company any stockholder, officer or any Company Subsidiary. To the Knowledge director of the Company, neither the Company, or any Affiliate of the Company nor or (iv) otherwise for the benefit of any Company Subsidiary nor any current directorstockholder, officer or employee director of the Company, the Company, 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 property). None of the Company or any Company Subsidiary nor any current director, officer, agent, employee or other Person person acting on behalf of the Company or any Company SubsidiaryCompany, has (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 in connection with the business of the Company or any Company Subsidiaryvalue.

Appears in 1 contract

Samples: Stock Purchase Agreement (Enernoc Inc)

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Propriety of Past Payments. (a) No unrecorded fund or asset of the Company or any Company Subsidiary has been established for any purpose, (b) no accumulation or use of corporate funds of the Company or any Company Subsidiary has been made without being properly accounted for in the books and records of the Company or such Company Subsidiary, (c) no payment has been made by or on behalf of the Company or any Company 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 the Company, any Company Subsidiary, any director, officer, employee 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 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 or services that is illegalservices, (i) to obtain favorable treatment for any Shareholder, the Company, any Company Subsidiary or any Affiliate of the Company in securing business, (ii) to pay for favorable treatment for business secured for any Shareholder, the Company, any Company Subsidiary or any Affiliate of the Company, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of any Shareholder, the Company, any Company Subsidiary or any Affiliate of the Company or (iv) otherwise for the benefit of any Company Subsidiary. To the Knowledge of Shareholder, the Company, neither any Company Subsidiary or any Affiliate of the Company in violation of any law or other administrative order, constitution, ordinance, regulation, statute or other such norm. Neither the Company nor any Company Subsidiary nor any current director, officer officer, agent, employee or employee of the Company or any Company Subsidiary nor any other Person acting on behalf of the Company or any Company Subsidiary, has accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value in connection with the business of the Company or any Company Subsidiaryvalue.

Appears in 1 contract

Samples: Share Purchase Agreement (Techteam Global Inc)

Propriety of Past Payments. (aw) No unrecorded fund or asset of the Company or any Company Subsidiary has been established for any purpose, (bx) no accumulation or use of corporate funds of the Company or any Company Subsidiary has been made without being properly accounted for in the books and records of the Company or such Company SubsidiaryCompany, (cy) no payment has been made by or on behalf of the Company or any Company 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, and (dz) none of the Company, any Company Subsidiarymember, any directormanager, officer, employee employee, agent or agent director of the Company or any Company Subsidiary or any other Person person associated with or acting for or on behalf of the Company or any Company Subsidiary 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 that is illegalservices, (i) to obtain favorable treatment for any member or manager of the Company, any the Company Subsidiary or any Affiliate of the Company in securing business, (ii) to pay for favorable treatment for business secured for any member or manager of the Company, any the Company Subsidiary or any Affiliate of the Company, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of any member or manager of the Company, the Company or any Company Subsidiary. To the Knowledge Affiliate of the Company, neither or (iv) otherwise for the benefit of any member or manager of the Company, the Company nor or any Affiliate of the Company Subsidiary nor in violation of any current director, officer or employee Legal Requirement. None of the Company or any Company Subsidiary nor any current manager, officer, agent, employee or other Person person acting on behalf of the Company or any Company SubsidiaryCompany, 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 in connection with the business of the Company or any Company Subsidiaryvalue.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Enernoc Inc)

Propriety of Past Payments. (a) No unrecorded fund or asset of the Company or any Company Subsidiary has been established for any illegal purpose, (b) no accumulation or use of any material amount of corporate funds of the Company or any Company Subsidiary has been made without being properly accounted for in the books and records of the Company or such Company SubsidiarySubsidiaries, (c) no payment has been made by or on behalf of the Company or any Company Subsidiary with the understanding that any part of such payment is to be used for any illegal purpose other than that described in the documents supporting such payment and (d) none of the Company, any Company Subsidiary, any director, officer, employee 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 Company Subsidiary has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other illegal payment to any Person, private or public, regardless of form, whether in money, property or services that is illegalservices, (i) to obtain favorable treatment for the Company, any Company Subsidiary or any Affiliate of the Company Subsidiary in securing business, (ii) to pay for favorable treatment for business secured for the Company, any Company Subsidiary or any Affiliate of the CompanySubsidiary, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of the Company or any Company Subsidiary. To the Knowledge Affiliate of the CompanyCompany or (iv) for the Company or any Subsidiary in violation of any federal, neither 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 Company Subsidiary nor any current director, director or officer or employee of the Company nor, to the Company's Knowledge, any agent, employee or any Company Subsidiary nor any other Person acting on behalf of the Company or any Company Subsidiary, has accepted or received any unlawful contributioncontributions, paymentpayments, giftgifts, kickback, expenditure or other item of value in connection with the business of the Company or any Company Subsidiary.expenditures. Section 2.22

Appears in 1 contract

Samples: Employment Agreement (Brera Capital Partners Lp)

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