Common use of Absence of Certain Payments Clause in Contracts

Absence of Certain Payments. None of the Company, any of --------------------------- its subsidiaries, or any of their affiliates or any of their respective 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. None of the Company, any of its subsidiaries or any of their affiliates or any of their respective 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 (Earth Technology Corp Usa), Agreement and Plan of Merger (Tyco International LTD)

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Absence of Certain Payments. None of Neither the Company, nor, to the Company's knowledge, any of --------------------------- its subsidiaries, or any of their affiliates or any of their respective officers, directors, employees or agents or other people acting on behalf of any of them have 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 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. None of Neither the Company, nor, to the Company's knowledge, any of its subsidiaries or any of their affiliates or any of their respective 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 (Digital Origin Inc), Agreement and Plan of Merger (Media 100 Inc)

Absence of Certain Payments. None of the Company, any of --------------------------- its subsidiaries, Seller or any of their affiliates Subsidiary, or any of their respective officers, directorsmanagers, employees or or, to the Company’s Knowledge, agents or other people Persons 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 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. None of the Company, any of its subsidiaries Seller or any of their affiliates Subsidiary, or any of their respective directorsmanagers, 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: Securities Purchase Agreement (FMC Technologies Inc)

Absence of Certain Payments. None of the CompanyParent, Acquisition Sub and any of --------------------------- its subsidiaries, or any of their affiliates the Parent 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, as amended, 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. None of the CompanyParent, Acquisition Sub and any of its subsidiaries or any of their affiliates the Parent 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 1 contract

Samples: Agreement and Plan of Merger (Barpoint Com Inc)

Absence of Certain Payments. None of the Company nor its officers, directors nor, to the Company's knowledge, any of --------------------------- its subsidiaries, or other affiliates nor any of their affiliates or any of their respective officers, directors, the Company's employees or agents or other people others 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. None of the Company nor its officers, directors nor, to the Company's knowledge, any of its subsidiaries or other affiliates nor any of their affiliates or any of their respective directors, officers, the Company's employees or agents of other persons or others 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 (Somatogen Inc)

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Absence of Certain Payments. None of the CompanyParent, the Acquisition Sub and any of --------------------------- its subsidiaries, or any of their affiliates the Parent 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. None of the CompanyParent, the Acquisition Sub and any of its subsidiaries or any of their affiliates the Parent 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 1 contract

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

Absence of Certain Payments. None of the Company, the Sellers, any of --------------------------- its subsidiaries, or any of their affiliates 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 (ia) 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 country, and (iib) without limiting the generality of the preceding clause (ia), 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. None of the Company, any of its subsidiaries or any of their affiliates 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 1 contract

Samples: Merger Agreement (Railamerica Inc /De)

Absence of Certain Payments. None of Neither the Company, nor, to the Company's knowledge, any of --------------------------- its subsidiaries, or any of their affiliates or any of their respective officers, directors, employees or agents or other people acting on behalf of any of them have 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 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. None of Neither the Company, nor, to the Company's knowledge, any of its subsidiaries or any of their affiliates or any of their respective 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.. Section 4.28

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Peerless Systems Corp)

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