Common use of Ethical Practices Clause in Contracts

Ethical Practices. Neither the Company nor any authorized representative thereof has offered or given anything of value to: (i) any official of a Governmental Authority, any political party or official thereof or any candidate for political office, (ii) any customer or member of any Governmental Authority, or (iii) any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer or member of any Governmental Authority or any candidate for political office for the purpose of the following: (x) influencing any action or decision of such Person, in such Person’s official capacity, including a decision to fail to perform such Person’s official function, (y) inducing such Person to use such Person’s influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authority to assist the Company in obtaining or retaining business for, with, or directing business to, any Person, or (z) where such payment would constitute a bribe, kickback or illegal or improper payment to assist the Company in obtaining or retaining business for, with, or directing business to, any Person.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (McBc Holdings, Inc.), Membership Interest Purchase Agreement

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Ethical Practices. Neither Each Company is, and for the last three years has been, in compliance in all material respects with the Foreign Corrupt Practices Act and all related or similar Laws. No Company nor its officers or, to the Companies’ Knowledge, employees, or any authorized representative thereof has joint venture partner of any Company has, illegally offered money or illegally given anything of value to: (ia) any official of a Governmental AuthorityBody, any political party or official thereof thereof, or any candidate for political office, office with the purpose of attempting to induce such Person to act improperly; (iib) any customer or member of any Governmental Authority, Body; or (iiic) any other Person, in any such case while knowing or having reason to know with the intent that all or a portion of such money or thing of value may would be offered, given or promised, directly or indirectly, to any customer or customer, member of any a Governmental Authority Body or any candidate for political office for the purpose of the following: (xi) illegally influencing any action or decision of such Person, in such Person’s his, her or its official capacity, including a decision to fail to perform such Person’s his, her or its official function, ; (yii) illegally inducing such Person to use such Person’s his, her or its influence with any Governmental Authority Body to affect or influence any act or decision of such Governmental Authority government or instrumentality to assist the any Company in obtaining or retaining business for, or with, or directing business to, any Person, ; or (ziii) where such payment or thing of value would constitute a an illegal bribe, kickback or illegal payment or improper payment gift to assist the any Company in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Tire Distributors Holdings, Inc.)

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Ethical Practices. Neither the Since May 11, 2007, neither Company nor any authorized representative thereof or their respective directors, officers or employees has offered money or given anything of value to: (ia) any official of a Governmental AuthorityBody, any political party or official thereof thereof, or any candidate for political office, ; (iib) any customer or member of any Governmental Authority, Body; or (iiic) any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer or customer, member of any a Governmental Authority Body or any candidate for political office for the purpose of the following: (xi) illegally influencing any action or decision of such Person, in such Person’s his, her or its official capacity, including a decision to fail to perform such Person’s his official function, ; (yii) inducing such Person to use such Person’s his influence with any Governmental Authority Body to affect or influence any act or decision of such Governmental Authority Body to assist the either Company in obtaining or retaining business for, or with, or directing business to, any Person, ; or (ziii) where such payment or thing of value would constitute a bribe, kickback or illegal or improper payment or gift to assist the either Company in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pike Electric CORP)

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