Common use of Absence of Certain Payments Clause in Contracts

Absence of Certain Payments. To its knowledge, neither the Parent nor any of its respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledge, neither the Parent nor any of its respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Kushi Natural Foods Corp), Agreement and Plan of Merger (New Mountaintop Corp), Agreement and Plan of Merger (Multi Solutions Inc)

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Absence of Certain Payments. To its knowledgeNone of the Company, neither the Parent nor any Company Subsidiaries or any of its their respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledgeNone of the Company, neither the Parent nor Company Subsidiaries or any of its their respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Monaco Coach Corp /De/), Agreement and Plan of Merger (Praegitzer Industries Inc), Agreement and Plan of Merger (Radisys Corp)

Absence of Certain Payments. To its knowledgeNone of the Company, neither the Parent nor any of its Subsidiaries or any of their respective affiliatesAffiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), ) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledgeNone of the Company, neither the Parent nor any of its Subsidiaries or any of their respective affiliatesAffiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Genesee & Wyoming Inc), Stock Purchase Agreement (1818 Fund Iii Lp)

Absence of Certain Payments. To its knowledgeNone of the Company, neither the Parent nor any of its the Subsidiaries or any of their respective affiliates, officers, directors, employees or agents agent or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledgeNone of the Company, neither the Parent nor any of its the Subsidiaries or any of their respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Railamerica Inc /De), Agreement and Plan of Merger (Railtex Inc)

Absence of Certain Payments. To Neither the Company, any of its knowledge, neither the Parent Subsidiaries nor any of its their respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country Governmental Entity and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To Neither the Company, any of its knowledgeSubsidiaries, neither the Parent nor any of its their respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Merger (National Information Consortium), Agreement and Plan of Reorganization and Merger (National Information Consortium)

Absence of Certain Payments. To its knowledgethe best Knowledge of the Seller, neither the Parent no Acquired Entity nor any of its respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have has (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledgethe best Knowledge of the Seller, neither the Parent no Acquired Entity nor any of its respective affiliates, directors, officers, employees or agents of or other persons acting on behalf of any of them, them has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dualstar Technologies Corp), Stock Purchase Agreement (Dualstar Technologies Corp)

Absence of Certain Payments. To its knowledgeThe Company, neither the Parent nor any of its respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country and (ii) which could result in a material liability to the Company and, without limiting the generality of the preceding clause clause, (i), ii) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or othersothers which could result in a material liability to the Company. To its knowledge, neither None of the Parent nor Company or any of its respective affiliates, directors, officers, employees or agents of or other persons people acting on their behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expendituresexpenditures which could result in a material liability to the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Maxwell Technologies Inc), Agreement of Merger (Imageware Systems Inc)

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Absence of Certain Payments. To its knowledgeNone of Parent, neither the Parent nor any of its subsidiaries or any of their respective affiliates, officers, directors, employees or agents agent or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledgeNone of Parent, neither the Parent nor any of its subsidiaries or any of their respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Railamerica Inc /De), Agreement and Plan of Merger (Railtex Inc)

Absence of Certain Payments. To its knowledge, neither None of the Parent nor Company or any of its affiliates or any of their respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledge, neither None of the Parent nor Company or any of its affiliates or any of their respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tyco International LTD /Ber/)

Absence of Certain Payments. To its knowledgeNone of the Company, neither the Parent nor any of its subsidiaries or any of their respective affiliates, officers, directors, employees or agents agent or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledgeNone of the Company, neither the Parent nor or any of its respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cell Power Technologies Inc)

Absence of Certain Payments. To its knowledgeNeither the Company nor, neither to the Parent nor Company’s Knowledge, any of its respective affiliates, officers, directors, employees or agents Employees or other people Persons acting on behalf of the Company, or any Affiliate of any of them have the foregoing, (i) engaged in any activity activity, prohibited by the United States Foreign Corrupt Practices Act of 1977, 1977 or any other similar law, regulation, decree, directive regulation or order Order of any other country and Governmental Authority or (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or othersof any Governmental Authority. To its knowledgeNeither the Company nor, neither to the Parent nor Company’s Knowledge, any of its respective affiliatesshareholders, directors, officers, employees Employees or agents of other persons Persons acting on behalf of any of them, or any Affiliate of any of the foregoing, has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bitstream Inc)

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