Common use of Ethical Practices Clause in Contracts

Ethical Practices. Neither Flint nor Parent, nor any of its representatives has at any time offered or given, and Flint does not have any Knowledge of any Person that has at any time offered or given on its behalf, anything of value to: (a) any official or member of a Governmental Entity, any political party or official thereof or any candidate for political office; (b) any customer or potential customer or any director, officer, employee, agent, representative or Affiliate of any customer or potential customer or any person who may otherwise be able to exert influence over any customer or potential customer; 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 or member of any Governmental Entity or any candidate for political office for the purpose of the following: (i) influencing any action or decision of such Person, in such Person's official capacity or otherwise, including a decision to fail to perform such Person's official function; (ii) inducing such Person to use such Person's influence with any Governmental Entity or with any customer (potential or otherwise) to affect or influence any act or decision of such Governmental Entity or such customer (potential or otherwise), as applicable, to assist Flint in obtaining or retaining business for, with, or directing business to, any Person, including Flint and its Affiliates; or (iii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist Flint in obtaining or retaining business for, with, or directing business to, any Person.

Ethical Practices. Neither Flint nor Parent, AXLX nor any of its representatives has at any time offered or given, and Flint AXLX does not have any Knowledge of any Person that has at any time offered or given on its behalf, anything of value to: (a) any official or member of a Governmental Entity, any political party or official thereof or any candidate for political office; (b) any customer or potential customer or any director, officer, employee, agent, representative or Affiliate of any customer or potential customer or any person who may otherwise be able to exert influence over any customer or potential customer; 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 or member of any Governmental Entity or any candidate for political office for the purpose of the following: (i) influencing any action or decision of such Person, in such Person's ’s official capacity or otherwise, 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 Governmental Entity or with any customer (potential or otherwise) to affect or influence any act or decision of such Governmental Entity or such customer (potential or otherwise), as applicable, to assist Flint AXLX in obtaining or retaining business for, with, or directing business to, any Person, including Flint AXLX and its Affiliates; or (iii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist Flint VOIP in obtaining or retaining business for, with, or directing business to, any Person.

Ethical Practices. Neither Flint nor ParentNone of the Company, nor any Subsidiary, any Seller, any of its representatives has at each Sellers’ Affiliates, or any time offered or givenof their respective directors, officers and employees has, and Flint does not have to Sellers’ Knowledge, no joint venture partner of the Company, any Knowledge Subsidiary or any other party acting on behalf of the Company or any Person that has at any time Subsidiary has, offered money or given on its behalf, anything of value to: (a) any official or member of a Governmental EntityBody, any political party or official thereof thereof, or any candidate for political office; (b) any customer or potential customer or any director, officer, employee, agent, representative or Affiliate member of any customer or potential customer or any person who may otherwise be able to exert influence over any customer or potential customerGovernmental Body; 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 or customer, member of any a Governmental Entity Body or any candidate for political office for the purpose of the following: (i) illegally influencing any action or decision of such Person, in such Person's his, her or its official capacity or otherwisecapacity, including a decision to fail to perform such Person's his, her or its official function; (ii) inducing such Person to use such Person's his, her or its influence with any Governmental Entity or with any customer (potential or otherwise) Body to affect or influence any act or decision of such Governmental Entity government or such customer (potential or otherwise), as applicable, instrumentality to assist Flint the Company or any Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person, including Flint and its Affiliates; or (iii) where such payment or thing of value would constitute a bribe, kickback or illegal or improper payment or gift to assist Flint the Company or any Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. Neither Flint nor ParentIn each case, nor other than as permitted by all applicable Laws, none of the Company or any Subsidiary or, to the Knowledge of its representatives Seller and the Shareholders, any representative of the Company or any Subsidiary has at any time offered or given, and Flint does not have any to the Knowledge of any Seller and the Shareholders, no Person that has at any time offered or given on its behalfbehalf of the Company or any Subsidiary, anything of value to: (ai) any official or member of a Governmental Entityan Authority, any political party or official thereof or any candidate for political office; (bii) any customer or potential customer or any director, officer, employee, agent, representative or Affiliate member of any customer or potential customer or any person who may otherwise be able to exert influence over any customer or potential customerAuthority; 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 or member of any Governmental Entity Authority or any candidate for political office for the purpose of the following: (ix) influencing any action or decision of such Person, in such Person's ’s official capacity or otherwisecapacity, including a decision to fail to perform such Person's ’s official function; (iiy) inducing such Person to use such Person's ’s influence with any Governmental Entity or with any customer (potential or otherwise) Authority to affect or influence any act or decision of such Governmental Entity or such customer (potential or otherwise), as applicable, Authority to assist Flint the Company or any of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person, including Flint and its Affiliates; or (iiiz) where such payment would constitute a bribe, kickback or illegal or improper payment to assist Flint the Company or any Subsidiary in obtaining or retaining business for, with, or directing business to, any Person.

Ethical Practices. Neither Flint nor Parent, Semotus nor any of its representatives has at any time offered or given, and Flint Semotus does not have any Knowledge of any Person that has at any time offered or given on its behalf, anything of value to: (a) any official or member of a Governmental Entity, any political party or official thereof or any candidate for political office; (b) any customer or potential customer or any director, officer, employee, agent, representative or Affiliate of any customer or potential customer or any person who may otherwise be able to exert influence over any customer or potential customer; 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 or member of any Governmental Entity or any candidate for political office for the purpose of the following: (i) influencing any action or decision of such Person, in such Person's official capacity or otherwise, including a decision to fail to perform such Person's official function; (ii) inducing such Person to use such Person's influence with any Governmental Entity or with any customer (potential or otherwise) to affect or influence any act or decision of such Governmental Entity or such customer (potential or otherwise), as applicable, to assist Flint Semotus in obtaining or retaining business for, with, or directing business to, any Person, including Flint Semotus and its Affiliates; or (iii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist Flint in obtaining or retaining business for, with, or directing business to, any Person.

Ethical Practices. Neither Flint nor Parent, the Company nor any of its representatives has at any time corruptly (within the meaning of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) or otherwise illegally offered or given, and Flint does not have any Knowledge and, to the knowledge of any ▇▇▇▇▇▇▇▇, no Person that has at any time corruptly (within the meaning of the FCPA) or otherwise illegally offered or given on its behalfbehalf of the Company, anything of value to: (ai) any official or member of a Governmental Entity, any political party or official thereof thereof, or any candidate for political office; (bii) any customer or potential customer or any director, officer, employee, agent, representative or Affiliate member of any customer or potential customer or any person who may otherwise be able to exert influence over any customer or potential customerGovernmental Entity; or (ciii) 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: (ix) influencing any action or decision of such Person, in such Person's his or her official capacity or otherwisecapacity, including a decision to fail to perform such Person's his or her official function; (iiy) inducing such Person to use such Person's his or her influence with any Governmental Entity or with any customer (potential or otherwise) to affect or influence any act or decision of such Governmental Entity or such customer (potential or otherwise), as applicable, to assist Flint the Company in obtaining or retaining business for, or with, or directing business to, any Person, including Flint and its AffiliatesGovernmental Entity; or (iiiz) where such payment would constitute a bribe, kickback or illegal or improper payment to assist Flint the Company in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. Neither Flint nor ParentNone of the Company, nor the Subsidiary Seller, any of its representatives has at Seller’s Affiliates, or any time offered or givenof their respective directors, officers and employees has, and Flint does not have to Seller’s Knowledge, no joint venture partner of the Company, the Subsidiary or any Knowledge other party acting on behalf of any Person that has at any time the Company or the Subsidiary has, offered money or given on its behalf, anything of value to: (a) any official or member of a Governmental EntityBody, any political party or official thereof thereof, or any candidate for political office; (b) any customer or potential customer or any director, officer, employee, agent, representative or Affiliate member of any customer or potential customer or any person who may otherwise be able to exert influence over any customer or potential customerGovernmental Body; 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 or customer, member of any a Governmental Entity Body or any candidate for political office for the purpose of the following: (i) illegally influencing any action or decision of such Person, in such Person's his, her or its official capacity or otherwisecapacity, including a decision to fail to perform such Person's his, her or its official function; (ii) inducing such Person to use such Person's his, her or its influence with any Governmental Entity or with any customer (potential or otherwise) Body to affect or influence any act or decision of such Governmental Entity government or such customer (potential or otherwise), as applicable, instrumentality to assist Flint the Company or the Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person, including Flint and its Affiliates; or (iii) where such payment or thing of value would constitute a bribe, kickback or illegal or improper payment or gift to assist Flint the Company or the Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. Neither Flint nor ParentNone of Seller, nor the Acquired Subsidiary or any of its representatives has at any time offered or giventheir directors, officers and Employees have, and Flint does not have to Seller’s Knowledge, no joint venture partner of Seller, the Acquired Subsidiary or any Knowledge other party acting on behalf of any Person that has at any time Seller or the Acquired Subsidiary has, offered money or given on its behalf, anything of value to: (a) any official or member of a Governmental EntityBody, any political party or official thereof thereof, or any candidate for political office; (b) any customer or potential customer or any director, officer, employee, agent, representative or Affiliate member of any customer or potential customer or any person who may otherwise be able to exert influence over any customer or potential customerGovernmental Body; 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 or customer, member of any a Governmental Entity Body or any candidate for political office for the purpose of the following: (i) illegally influencing any action or decision of such Person, in such Person's his, her or its official capacity or otherwisecapacity, including a decision to fail to perform such Person's his, her or its official function; (ii) inducing such Person to use such Person's his, her or its influence with any Governmental Entity or with any customer (potential or otherwise) Body to affect or influence any act or decision of such Governmental Entity government or such customer (potential or otherwise), as applicable, instrumentality to assist Flint Seller or the Acquired Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person, including Flint and its Affiliates; or (iii) where such payment or thing of value would constitute a bribe, kickback or illegal or improper payment or gift to assist Flint Seller or the Acquired Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.