Common use of Ethical Practices Clause in Contracts

Ethical Practices. Neither the Company, any of its Subsidiaries nor any representative thereof has offered or given, and no Member has any Knowledge of any Person that has offered or given on behalf of the Company, anything of value to: (i) any official of a Governmental Entity, any political party or official thereof or any candidate for political office; (ii) any customer or member of any Governmental Entity; 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 Entity 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 Entity to affect or influence any act or decision of such Governmental Entity to assist the Company or any Subsidiary 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 or any Subsidiary in obtaining or retaining business for, with, or directing business to, any Person.

Ethical Practices. Neither the None of Company, any of its Subsidiaries nor any representative thereof has offered Subsidiary or giventheir respective directors, officers or employees has, and to Company’s Knowledge, no Member has joint venture partner of Company or any Knowledge of any Person that has Subsidiary has, offered money or given on behalf of the Company, anything of value to: (ia) any official of a Governmental EntityAuthority, any political party or official thereof thereof, or any candidate for political office; (iib) any customer or member of any Governmental EntityAuthority; 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 Entity Authority 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) inducing such Person to use such Person’s his, her or its influence with any Governmental Entity Authority to affect or influence any act or decision of such Governmental Entity government or instrumentality to assist the Company or any Subsidiary 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 Company or any Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. Neither the Company, Company nor any Subsidiary nor any of its Subsidiaries nor any representative thereof their respective representatives has corruptly (within the meaning of the Foreign Corrupt Practices Act) or otherwise illegally offered or given, and and, to the knowledge of Seller, no Member Person has any Knowledge corruptly (within the meaning of any Person that has the Foreign Corrupt Practices Act) or otherwise illegally offered or given on behalf of the CompanyCompany or any Subsidiary, anything of value to: (i) any official or member of a Governmental Entity, any political party or official thereof thereof, or any candidate for political office; (ii) any customer of the Company or member of any Governmental EntitySubsidiary; or (iii) any other Person, in any such case while knowing knowing, or having reason to know 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 official or member employee of any a Governmental Entity 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 his or her official capacity, including a decision to fail to perform such Person’s his or her official function; (y) inducing such Person to use such Person’s his or her influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Company or any Subsidiary in obtaining or retaining business for, or with, or directing business to, any PersonGovernmental Entity; or (z) where such payment would constitute a bribe, kickback or illegal or improper payment to assist the Company or any Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. Neither the Company, any of its Subsidiaries Seller nor any representative thereof of the Seller has offered or given, and and, to the Seller’s Knowledge, no Member has any Knowledge of any other Person that has offered or given on behalf of the CompanySeller’s behalf, anything of value to: (ia) any official of a Governmental Entity, any political party or official thereof or any candidate for political office; (iib) any customer or member of any Governmental Entity; 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 member of any Governmental Entity or any candidate for political office for the purpose of the following: (xi) 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; (yii) inducing such Person to use such Person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Company or any Subsidiary Seller in obtaining or retaining business for, with, or directing business to, any Person; or (ziii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist the Company or any Subsidiary Seller in obtaining or retaining business for, with, or directing business to, any Person.

Ethical Practices. Neither None of the Company, any of its Subsidiaries nor Company Subsidiary and any representative thereof of the Company or any Company Subsidiary has offered or given, and the Company has no Member has any Knowledge of any Person that has offered or given on behalf of the Companyits behalf, anything of value to: (i) any official of a Governmental Entitygovernment entity, any political party or official thereof thereof, or any candidate for political office; (ii) any customer or member of any Governmental Entitya government; 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 customer, member of any Governmental Entity the government 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 his or its official capacity, including a decision to fail to perform such Person’s his or its official function; (y) inducing such Person to use such Person’s his or its influence with any Governmental Entity government or instrumentality thereof to affect or influence any act or decision of such Governmental Entity government or instrumentality to assist the Company or any Company Subsidiary in obtaining or retaining business for, or 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 or any Company Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. Neither Each Company is, and for the Companylast three years has been, any of in compliance in all material respects with the Foreign Corrupt Practices Act and all related or similar Laws. No Company nor its Subsidiaries nor any representative thereof officers or employees has offered or given, and no Member has any Knowledge of any Person that has offered money or given on behalf of the Company, anything of value to: (ia) any official of a Governmental EntityBody, any political party or official thereof thereof, or any candidate for political office; (iib) any customer or member of any Governmental EntityBody; 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 Entity 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) inducing such Person to use such Person’s his, her or its influence with any Governmental Entity Body to affect or influence any act or decision of such Governmental Entity government or instrumentality to assist the any Company or any Subsidiary 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 any Company or any Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. Neither any member of the Company, any of its Subsidiaries Company Group nor any representative thereof of any member of the Company Group has offered or given, and and, to the Sellers’ Knowledge, no Member has any Knowledge of any other Person that has offered or given on behalf of the Companyits behalf, anything of value to: (ia) any official of a Governmental Entity, any political party or official thereof or any candidate for political office; (iib) any customer or member of any Governmental Entity; 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 member of any Governmental Entity or any candidate for political office for the purpose of the following: (xi) 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; (yii) inducing such Person to use such Person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist any member of the Company or any Subsidiary Group in obtaining or retaining business for, with, or directing business to, any Person; or (ziii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist any member of the Company or any Subsidiary Group in obtaining or retaining business for, with, or directing business to, any Person.