Common use of Propriety of Past Payments Clause in Contracts

Propriety of Past Payments. No unrecorded fund or asset of the Company has been established for any purpose. No material accumulation or use of funds of the Company has been made without being properly accounted for in the books and records of the Company. No payment has been made by or on behalf of the Company 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. Neither the Company, nor any officer, director, manager, employee or agent of the Company or other Person associated with or acting for or on behalf of the Company, 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 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 the Company or any Affiliate of the Company in securing business; (iv) pay for favorable treatment for business secured for the Company or any Affiliate of the Company; (v) obtain special concessions (or for special concessions already obtained) for the Company or any Affiliate of the Company; or (vi) otherwise benefit the Company in violation of any Law (including the United States Foreign Corrupt Practices Act). Neither the Company, nor any officer, director, manager, employee, agent or other Person acting on behalf of the Company, 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 the Company is a government official, a political party or a candidate for political office. The Company does not have any undisclosed sub-agents, sub-contractors, or other third parties acting on its behalf. Neither the Company nor, to the Company’s Knowledge, any equityholder, officer, director, manager, employee, agent or other Person acting on behalf of the Company has been convicted of or pleaded guilty to an offense involving fraud, corruption, or moral turpitude in any jurisdiction.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (M/a-Com Technology Solutions Holdings, Inc.)

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Propriety of Past Payments. No unrecorded fund or asset of or relating to the Company Business has been established for any purpose. No material accumulation or use of funds of the Company Sellers in connection to the Business has been made without being properly accounted for in the books and records of the CompanySellers. No payment has been made by or on behalf of the Company Sellers with respect to the Business and 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. Neither the Company, Sellers nor any officer, director, manager, employee employee, or, to the Sellers’ Knowledge, consultant or agent of the Company Sellers or other Person associated with or acting for or on behalf of the CompanySellers, 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 to (ia) influence an act or decision of any Governmental Authority (including a decision not to act); (iib) induce such a Person to use his or her influence to affect any Governmental Authority’s act or decision; (iiic) obtain favorable treatment for the Company Sellers or any Affiliate of the Company Sellers in securing business; (ivd) pay for favorable treatment for business secured for the Company Sellers or any Affiliate of the CompanySellers; (ve) obtain special concessions (or for special concessions already obtained) for the Company Sellers or any Affiliate of the CompanySellers; or (vif) otherwise benefit the Company Sellers in violation of any Law (including the United States Foreign Corrupt Practices ActAct of 1977, as amended). Neither the Company, Sellers nor any officer, director, manager, employee, or, to the Sellers’ Knowledge, consultant, agent or other Person acting on behalf of the CompanySellers, has (A1) used funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity or (B2) accepted or received any unlawful contribution, payment, gift, kickback, expenditure or other item of value. No officer, director, manager, employee, or, to the Sellers’ Knowledge, consultant, agent or other Person acting on behalf of the Company Sellers is a government official, a political party or a candidate for political office. The Company does not have any undisclosed sub-agents, sub-contractors, or other third parties acting on its behalf. Neither the Company nor, to the Company’s Knowledge, Sellers nor any equityholder, officer, director, manager, employee, or, to the Sellers’ Knowledge, consultant, agent or other Person acting on behalf of the Company Sellers has been convicted of or pleaded guilty to an offense involving fraud, fraud or corruption, or moral turpitude in any jurisdiction.

Appears in 1 contract

Samples: Asset Purchase Agreement (Luna Innovations Inc)

Propriety of Past Payments. No unrecorded fund or asset of the Company Seller has been established for any purpose. No material accumulation or use of company funds of the Company Seller has been made without being properly accounted for in the books and records of the CompanySeller. No payment has been made by or on behalf of the Company 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. Neither the CompanySeller, nor any officer, director, manager, employee or agent of the Company Seller or other Person associated with or acting for or on behalf of the CompanySeller, 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 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 the Company Seller or any Affiliate of the Company Seller in securing business; (iv) pay for favorable treatment for business secured for the Company Seller or any Affiliate of the CompanySeller; (v) obtain special concessions (or for special concessions already obtained) for the Company or any Affiliate of the Company); or (vi) otherwise benefit the Company Seller in violation of any Law (including the United States Foreign Corrupt Practices Act). Neither the CompanySeller, nor any officer, director, manager, employee, agent or other Person acting on behalf of the CompanySeller, 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 the Company Seller is a government official, a political party or a candidate for political office. The Company Seller does not have any undisclosed sub-agents, sub-contractors, or other third parties acting on its behalf. Neither the Company nor, to the Company’s KnowledgeNone of Seller, any equityholderMember, or any officer, director, manager, employee, consultant, agent or other Person acting on behalf of the Company Seller has been convicted of or pleaded guilty to an offense involving fraud, corruption, or moral turpitude in any jurisdiction.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medicine Man Technologies, Inc.)

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Propriety of Past Payments. No unrecorded fund or asset of the Company either Seller has been established for any purpose. No material accumulation or use of company funds of the Company either Seller has been made without being properly accounted for in the books and records of the CompanySeller. No payment has been made by or on behalf of the Company either 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. Neither the CompanySeller, nor any officer, director, manager, employee or agent of the Company either Seller or other Person associated with or acting for or on behalf of the Companyeither 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 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 the Company either Seller or any Affiliate of the Company either Seller in securing business; (iv) pay for favorable treatment for business secured for the Company either Seller or any Affiliate of the Companyeither Seller; (v) obtain special concessions (or for special concessions already obtained) for the Company or any Affiliate of the Company); or (vi) otherwise benefit the Company either Seller in violation of any Law (including the United States Foreign Corrupt Practices Act). Neither the CompanySeller, nor any officer, director, manager, employee, agent or other Person acting on behalf of the Companysuch 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 the Company either Seller is a government official, a political party or a candidate for political office. The Company Each Seller does not have any undisclosed sub-agents, sub-contractorssubcontractors, or other third parties acting on its behalf. Neither Seller, the Company norEquityholder, to the Company’s Knowledge, nor any equityholder, officer, director, manager, employee, consultant, agent or other Person acting on behalf of the Company either Seller has been convicted of or pleaded guilty to an offense involving fraud, corruption, or moral turpitude in any jurisdiction.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medicine Man Technologies, Inc.)

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