Common use of Ethical Practices Clause in Contracts

Ethical Practices. None of Company, any Subsidiary or their respective directors, officers or employees has, and to Company’s Knowledge, no joint venture partner of Company or any Subsidiary has, offered money or given anything of value to: (a) any official of a Governmental Authority, any political party or official thereof, or any candidate for political office; (b) any customer or member of any Governmental Authority; 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 Authority 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 Authority to affect or influence any act or decision of such government or instrumentality to assist Company 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 Company in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. None of Neither the Company, any Subsidiary of its Subsidiaries nor any representative thereof has offered or their respective directors, officers or employees hasgiven, and to Company’s Knowledge, no joint venture partner Member has any Knowledge of Company or any Subsidiary has, Person that has offered money or given on behalf of the Company, anything of value to: (ai) any official of a Governmental AuthorityEntity, any political party or official thereof, thereof or any candidate for political office; (bii) any customer or member of any Governmental AuthorityEntity; 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 any Governmental Authority Entity 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 Authority Entity to 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.

Ethical Practices. None Neither the Parent nor any Seller nor any of Company, any Subsidiary their representatives has offered or their respective directors, officers or employees hasgiven, and to Company’s Knowledge, no joint venture partner neither the Parent nor any Seller has Knowledge of Company or any Subsidiary has, Person that has offered money or given on their behalf, anything of value to: (a) any official of a Governmental AuthorityEntity, any political party or official thereof, or any candidate for political office; (b) any customer customer, payor or member of any Governmental Authoritythe 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 a Governmental Authority the government 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 such Person’s official capacity, including a decision to fail to perform his, her or its such Person’s official function; (ii) inducing such Person to use his, her or its such Person’s influence with any Governmental Authority government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist Company any Seller 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 Company any of the Sellers in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. None Neither Company nor any representative of Company, any Subsidiary either of them has offered or their respective directors, officers or employees hasgiven, and to Company’s Knowledge, the Shareholder has no joint venture partner Knowledge of Company or any Subsidiary has, Person that has offered money or given on the Companies’ behalf, anything of value to: (ai) any official of a Governmental AuthorityEntity, any political party or official thereof, thereof or any candidate for political office; (bii) any customer or member of any Governmental AuthorityEntity; 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 any Governmental Authority Entity 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 Authority Entity to affect or influence any act or decision of such government or instrumentality Governmental Entity to assist the Company 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 in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. None of CompanyEach Company is, any Subsidiary and for the last three years has been, in compliance in all material respects with the Foreign Corrupt Practices Act and all related or their respective directors, similar Laws. No Company nor its officers or employees has, and to Company’s Knowledge, no joint venture partner of Company or any Subsidiary has, has offered money or given anything of value to: (a) any official of a Governmental AuthorityBody, any political party or official thereof, or any candidate for political office; (b) any customer or member of any Governmental AuthorityBody; 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 Authority 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 Authority Body to affect or influence any act or decision of such government or instrumentality to assist any Company 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 any Company in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. None Neither any member of Companythe Company Group nor any representative of any member of the Company Group has offered or given, any Subsidiary or their respective directorsand, officers or employees has, and to Company’s the Sellers’ Knowledge, no joint venture partner of Company or any Subsidiary has, other Person has offered money or given on its behalf, anything of value to: (a) any official of a Governmental AuthorityEntity, any political party or official thereof, thereof or any candidate for political office; (b) any customer or member of any Governmental AuthorityEntity; 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, customer or member of a any Governmental Authority Entity or any 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 such Person’s official capacity, including a decision to fail to perform his, her or its such Person’s official function; (ii) inducing such Person to use his, her or its such Person’s influence with any Governmental Authority Entity to affect or influence any act or decision of such government or instrumentality Governmental Entity to assist any member of the Company Group 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 any member of the Company Group in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. None of Company, any Subsidiary or their respective directors, officers or employees has, and to Company’s Knowledge, no joint venture partner of Neither the Company or any Company ------------------ Subsidiary hasnor any current or former officer, director, employee, representative, or agent of the Company or any Company Subsidiary acting on behalf of the Company or any Company Subsidiary or any Company Stockholder has offered money or given, and, to the Knowledge of the Company, no Company Stockholder nor any Person acting on behalf of the Company or any Company Subsidiary or any Company Stockholder has offered or given on its behalf anything of value to: (a) any member or official of a Governmental AuthorityEntity, any political party party, or official thereofof any political party, or any candidate for political office; (b) any customer or member of any Governmental AuthorityEntity; 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 given, or promised, directly or indirectly, to any customer, member member, or official of a any Governmental Authority 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 her, or its official capacity, including a decision to fail to perform his, her her, or its official function; (iiy) inducing such Person to use his, her her, or its influence with any Governmental Authority to Entity affect or influence any act or decision of such government or instrumentality Governmental Entity to assist the Company or any Company 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 kickback, or illegal or improper payment or gift to assist the Company or any Company Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. None of the Company, any Company Subsidiary or their respective directors, officers or employees has, and to Company’s Knowledge, no joint venture partner any representative of the Company or any Company Subsidiary hashas offered or given, and the Company has no Knowledge of any Person that has offered money or given on its behalf, anything of value to: (ai) any official of a Governmental Authoritygovernment entity, any political party or official thereof, or any candidate for political office; (bii) any customer or member of any Governmental Authoritya 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, member of a Governmental Authority the government 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 Authority government or instrumentality thereof to affect or influence any act or decision of such 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 (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 Company Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. None of Companythe Seller, nor any Subsidiary of its Representatives or their respective directorsAffiliates, officers has offered or employees hasgiven, and to Company’s Knowledge, the Seller has no joint venture partner Knowledge of Company or any Subsidiary has, Person that has offered money or given on its behalf, anything of value to: (a) any official of a Governmental AuthorityEntity, any political party or official thereof, thereof or any candidate for political office; (b) any customer or member of any Governmental AuthorityEntity; 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, customer or member of a any Governmental Authority Entity or any 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 such Person’s official capacity, including a decision to fail to perform his, her or its such Person’s official function; (ii) inducing such Person to use his, her or its such Person’s influence with any Governmental Authority Entity to affect or influence any act or decision of such government or instrumentality Governmental Entity to assist Company the Seller 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 Company the Seller in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. None Neither the Seller nor any representative of Companythe Seller has offered or given, any Subsidiary or their respective directorsand, officers or employees has, and to Companythe Seller’s Knowledge, no joint venture partner of Company or any Subsidiary has, other Person has offered money or given on Seller’s behalf, anything of value to: (a) any official of a Governmental AuthorityEntity, any political party or official thereof, thereof or any candidate for political office; (b) any customer or member of any Governmental AuthorityEntity; 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, customer or member of a any Governmental Authority Entity or any 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 such Person’s official capacity, including a decision to fail to perform his, her or its such Person’s official function; (ii) inducing such Person to use his, her or its such Person’s influence with any Governmental Authority Entity to affect or influence any act or decision of such government or instrumentality Governmental Entity to assist Company the Seller 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 Company the Seller in obtaining or retaining business for, or with, or directing business to, any Person.