Common use of Ethical Practices Clause in Contracts

Ethical Practices. Neither Superfly nor Seller nor any of their representatives has offered or given, and neither Superfly nor Seller has Knowledge of any Person that has offered or given on their behalf, anything of value to: (a) any official of a Governmental Entity, any political party or official thereof, or any candidate for political office; (b) any customer, payor or member of the government; or (c) 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, payor, member of the government or candidate for political office for any of the following purposes: (i) 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; (ii) inducing such Person to use such Person's influence with any government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist Seller in obtaining or retaining business for, or with, or directing business to, any Person; or (iii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist any of Superfly or Seller in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Lenco Mobile Inc.)

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Ethical Practices. Neither Superfly the Parent nor any Seller nor any of their representatives has offered or given, and neither Superfly the Parent nor any Seller has Knowledge of any Person that has offered or given on their behalf, anything of value to: (a) any official of a Governmental Entity, any political party or official thereof, or any candidate for political office; (b) any customer, payor or member of the government; or (c) 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, payor, member of the government or candidate for political office for any the purpose of the following purposesfollowing: (i) influencing any action or decision of such Person, in such Person's ’s official capacity, including a decision to fail to perform such Person's ’s official function; (ii) inducing such Person to use such Person's ’s influence with any government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist any Seller in obtaining or retaining business for, or with, or directing business to, any Person; or (iii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist any of Superfly or Seller the Sellers in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Commerce Planet), Asset Purchase Agreement (Commerce Planet)

Ethical Practices. Neither Superfly nor Seller nor any of their representatives Seller’s employees, agents or representatives, has offered or given, and neither Superfly nor Seller OD has Knowledge no knowledge of any Person that has offered or given on their Seller’s behalf, anything of value to: (a) any official of a Governmental Entity, any political party or official thereof, or any candidate for political office; (b) any customer, payor customer or member of the government; or (c) 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, payor, member of the government or candidate for political office for any the purpose of the following purposesfollowing: (i) 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; (ii) inducing such Person to use such Person's influence with any government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist Seller in obtaining or retaining business for, or with, or directing business to, any Person; or (iii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist any of Superfly or Seller in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Samples: Asset Purchase Agreement (Altair International Corp.)

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Ethical Practices. Neither Superfly nor Seller To the Company's Knowledge, neither the Company nor any of their representatives representative thereof has offered or given, and neither Superfly nor Seller the Company has no Knowledge of any Person that has offered or given on their its behalf, anything of value to: (a) any i)any official of a Governmental Entity, any political party or official thereof, or any candidate for political office; (bii) any customer, payor customer or member of the government; or (ciii) 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, payor, member of the government or candidate for political office for any the purpose of the following purposesfollowing: (ix) 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; (iiy) inducing such Person to use such Person's influence with any government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist Seller the Company in obtaining or retaining business for, or with, or directing business to, any Person; or (iiiz) where such payment would constitute a bribe, kickback or illegal or improper payment to assist any of Superfly or Seller the Company in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Samples: Asset Purchase Agreement (North American Galvanizing & Coatings Inc)

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