Common use of Ethical Practices Clause in Contracts

Ethical Practices. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any representative thereof has offered or given 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 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 government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist the Company and its Subsidiaries 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 of its Subsidiaries in obtaining or retaining business for, or with, or directing business to, any Person. Neither the Company nor any of its Subsidiaries has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Stock Purchase Agreement (Resource America, Inc.)

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Ethical Practices. Neither the Company Seller nor any of its Subsidiaries nor, to the Knowledge of the Company, any representative thereof has offered or given, and the Seller has no Knowledge of any Person that has offered or given on its behalf, anything of value to: (a) any official of a Governmental Entity, any political party or official thereof, thereof or any candidate for political office; (b) any customer, payor customer or member of the governmentany Governmental Entity; 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, customer or member of the government 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 government or instrumentality thereof Governmental Entity to affect or influence any act or decision of such government or instrumentality Governmental Entity to assist the Company and its Subsidiaries Seller in obtaining or retaining business for, or 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 of its Subsidiaries Seller in obtaining or retaining business for, or with, or directing business to, any Person. Neither the Company nor any of its Subsidiaries has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Asset Purchase Agreement (Biotech Products Services & Research, Inc.)

Ethical Practices. Neither To the Company nor Knowledge of the Goldsboro Parties, neither the Company, any of its Subsidiaries nor, to the Knowledge of the Company, nor any representative thereof has offered or given anything of value to: (ai) any official of a Governmental Entity, any political party or official thereof, thereof or any candidate for political office; (bii) any customer, payor customer or member of the governmentany Governmental Entity; 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, customer or member of the government 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 's official capacity, including a decision to fail to perform such Person’s 's official function; (y) inducing such Person to use such Person’s 's influence with any government or instrumentality thereof Governmental Entity to affect or influence any act or decision of such government or instrumentality Governmental Entity to assist the Company and or any of its Subsidiaries 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 of its Subsidiaries in obtaining or retaining business for, or with, or directing business to, any Person. Neither the Company nor any of its Subsidiaries has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Purchase Agreement (Seaboard Corp /De/)

Ethical Practices. Neither In conducting the Company nor any of its Subsidiaries norOperations, neither Seller or, to the Knowledge of the Companyeach Seller’s Knowledge, any representative thereof its respective directors, officers or employees, has offered money or given anything of value to: (a) any official of a Governmental EntityBody, any political party or official thereof, or any candidate for political office; (b) any customer, payor customer or member of the governmentany Governmental 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, payor, member of the government a Governmental Body or 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 government or instrumentality thereof Governmental Body to affect or influence any act or decision of such government or instrumentality to assist the Company and its Subsidiaries any Seller 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 of its Subsidiaries Seller in obtaining or retaining business for, or with, or directing business to, any Person. Neither the Company nor any of its Subsidiaries has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Asset Purchase Agreement (Monro, Inc.)

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Ethical Practices. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any representative thereof has offered or given, and neither the Company nor any Seller has Knowledge of any Person that has offered or given on their behalf, anything of value to: (ai) 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 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 government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist the Company and its Subsidiaries 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 of its Subsidiaries in obtaining or retaining business for, or with, or directing business to, any Person. Neither the Company nor any of its Subsidiaries has accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Samples: Asset Purchase Agreement (Addus HomeCare Corp)

Ethical Practices. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any of the Subsidiaries nor any representative thereof has offered or given, and to the Company’s Knowledge, no Person has offered or given on its behalf, anything of value to: (a) any official “foreign official,” as defined in the Foreign Corrupt Practices Act of a Governmental Entity1977, as amended, 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 foreign official or 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 government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist the Company and its or any of the Subsidiaries in obtaining or retaining business for, or with, or directing business to, any Personbusiness; or (z) where such payment would constitute a bribe, kickback or illegal or improper payment to assist the Company or any of its the Subsidiaries in obtaining or retaining business for, or with, or directing business to, any Personbusiness. Neither the Company nor any of its the Subsidiaries has accepted or received any unlawful contributions, payments, gifts or expendituresexpenditures in violation of private commercial bribery laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (KAR Auction Services, Inc.)

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