Common use of Ethical Practices Clause in Contracts

Ethical Practices. None of the Company, any Subsidiary, any Seller, any of each Sellers’ Affiliates, or any of their respective directors, officers and employees has, and to Sellers’ Knowledge, no joint venture partner of the Company, any Subsidiary or any other party acting on behalf of the Company or any Subsidiary has, offered money or given anything of value to: (a) any official of a Governmental Body, any political party or official thereof, or any candidate for political office; (b) any customer or member of any Governmental Body; or (c) any other Person, 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, member of a Governmental Body or candidate for political office for the purpose of the following: (i) illegally influencing any action or decision of such Person, in his, her or its official capacity, including a decision to fail to perform his, her or its official function; (ii) inducing such Person to use his, her or its influence with any Governmental Body to affect or influence any act or decision of such 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 (iii) 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. None of the Company, any Subsidiary, any Seller, any of each Sellers’ Affiliates, the Acquired Subsidiary or any of their respective directors, officers and employees hasEmployees have, and to Sellers’ Seller’s Knowledge, no joint venture partner of Seller, the Company, any Acquired Subsidiary or any other party acting on behalf of Seller or the Company or any Acquired Subsidiary has, offered money or given anything of value to: (a) any official of a Governmental Body, any political party or official thereof, or any candidate for political office; (b) any customer or member of any Governmental Body; or (c) any other Person, 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, member of a Governmental Body or candidate for political office for the purpose of the following: (i) illegally influencing any action or decision of such Person, in his, her or its official capacity, including a decision to fail to perform his, her or its official function; (ii) inducing such Person to use his, her or its influence with any Governmental Body to affect or influence any act or decision of such government or instrumentality to assist Seller or the Company or any Acquired Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person; or (iii) where such payment or thing of value would constitute a bribe, kickback or illegal or improper payment or gift to assist Seller or the Company or any Acquired Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. None of Neither the CompanyCompany nor any current or former officer, any Subsidiarydirector, any Seller, any of each Sellers’ Affiliates, employee or any of their respective directors, officers and employees has, and to Sellers’ Knowledge, no joint venture partner of the Company, any Subsidiary or any other party representative thereof acting on behalf of the Company or any Subsidiary hasSeller has offered or given, and to the Knowledge of the Company and the Sellers, no Seller or any other Person acting on behalf of the Company or any Seller has offered money or given on its behalf anything of value to: (ai) any member or official of a Governmental BodyEntity, any political party or official thereof, or any candidate for political office; (bii) any customer or member of any Governmental BodyEntity; 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, member or official of a any Governmental Body Entity or candidate for political office for the purpose of the following: (ix) illegally influencing any action or decision of such Person, in his, her his or its official capacity, including a decision to fail to perform his, her his or its official function; (iiy) inducing such Person to use his, her his or its influence with any Governmental Body to Entity affect or influence any act or decision of such government or instrumentality Governmental Entity to assist the Company or any Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person; or (iiiz) 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. The business and operations of the Company have been conducted in compliance with all applicable Laws, except where the failure to comply has not had, and is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

Ethical Practices. None In each case, other than as permitted by all applicable Laws, none of the CompanyCompany or any Subsidiary or, to the Knowledge of Seller and the Shareholders, any Subsidiary, any Seller, any representative of each Sellers’ Affiliates, the Company or any of their respective directors, officers and employees hasSubsidiary has offered or given, and to Sellers’ Knowledgethe Knowledge of Seller and the Shareholders, no joint venture partner of the Company, any Subsidiary Person has offered or any other party acting given on behalf of the Company or any Subsidiary hasSubsidiary, offered money or given anything of value to: (ai) any official of a Governmental Bodyan Authority, any political party or official thereof, thereof or any candidate for political office; (bii) any customer or member of any Governmental BodyAuthority; 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, customer or member of a Governmental Body any Authority or any candidate for political office for the purpose of the following: (ix) illegally influencing any action or decision of such Person, in his, her or its such Person’s official capacity, including a decision to fail to perform his, her or its such Person’s official function; (iiy) inducing such Person to use his, her or its such Person’s influence with any Governmental Body Authority to affect or influence any act or decision of such government Authority to assist the Company or instrumentality any of its Subsidiaries 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, or with, or directing business to, any Person; or (iii) 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. None of the Company, any Subsidiary, any the Subsidiary Seller, any of each Sellers’ Seller’s Affiliates, or any of their respective directors, officers and employees has, and to Sellers’ Seller’s Knowledge, no joint venture partner of the Company, any the Subsidiary or any other party acting on behalf of the Company or any the Subsidiary has, offered money or given anything of value to: (a) any official of a Governmental Body, any political party or official thereof, or any candidate for political office; (b) any customer or member of any Governmental Body; or (c) any other Person, 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, member of a Governmental Body or candidate for political office for the purpose of the following: (i) illegally influencing any action or decision of such Person, in his, her or its official capacity, including a decision to fail to perform his, her or its official function; (ii) inducing such Person to use his, her or its influence with any Governmental Body to affect or influence any act or decision of such government or instrumentality to assist the Company or any the Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person; or (iii) 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 the Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.