Common use of Ethical Practices Clause in Contracts

Ethical Practices. Neither the Company nor any representative thereof has offered or given, and the Seller Parties have no Knowledge of any Person that has offered or given on its behalf, anything of value to: (a) any official of a government entity, any political party or official thereof, or any candidate for political office; (b) any 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, member of the government or candidate for political office for the purpose of the following: (i) influencing any action or decision of such Person, in his or its official capacity, including a decision to fail to perform his or its official function; (ii) inducing such Person to use his or its influence with any government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist the Company 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 the Company in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Sources: Securities Purchase Agreement (Repay Holdings Corp)

Ethical Practices. Neither the Company nor any representative thereof has offered or given, and neither the Company nor any Seller Parties have no has Knowledge of any Person that has offered or given on its their behalf, anything of value to: (ai) any official of a government entityGovernmental Entity, any political party or official thereof, or any candidate for political office; (bii) any 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, member of the government or candidate for political office for the purpose of the following: (ix) influencing any action or decision of such Person, in his or its such Person’s official capacity, including a decision to fail to perform his or its such Person’s official function; (iiy) inducing such Person to use his or its 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 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 the Company in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Sources: Asset Purchase Agreement (Addus HomeCare Corp)

Ethical Practices. Neither the The Company nor any representative thereof has not offered or given, and the Seller Parties have Company has no Knowledge of any Person that has offered or given on its behalf, anything of value in connection with the operation of the Business to: (a) any official of a government entityGovernmental Entity, any political party or official thereof, or any candidate for political office; (b) any 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, member of the government or candidate for political office for the purpose of the following: (ix) influencing any action or decision of such Person, in his or its such Person’s official capacity, including a decision to fail to perform his or its such Person’s official function; (iiy) inducing such Person to use his or its 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 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 the Company in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Sources: Asset Purchase Agreement (LCC International Inc)

Ethical Practices. Neither In conducting the Company nor any representative thereof Operations, neither Seller or, to each Seller’s Knowledge, its respective directors, officers or employees, has offered or given, and the Seller Parties have no Knowledge of any Person that has offered money or given on its behalf, anything of value to: (a) any official of a government entityGovernmental Body, any political party or official thereof, or any candidate for political office; (b) any 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, member of the government 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 his, her or its official capacity, including a decision to fail to perform his his, her or its official function; (ii) inducing such Person to use his 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 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 the Company any Seller in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Sources: Asset Purchase Agreement (Monro, Inc.)

Ethical Practices. Neither the Company nor any representative thereof has offered or given, and the Seller Parties have Company has no Knowledge of any Person that has offered or given on its behalf, anything of value to: (ai) any official of a government entityGovernmental Entity, any political party or official thereof, or any candidate for political office; (bii) any 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, member of the government or candidate for political office for the purpose of the following: (ix) influencing any action or decision of such Person, in his or its such Person's official capacity, including a decision to fail to perform his or its such Person's official function; (iiy) inducing such Person to use his or its 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 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 the Company in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Sources: Asset Purchase Agreement (Labarge Inc)

Ethical Practices. Neither the Company nor Company, nor, to the Knowledge of the Company, any representative thereof third party, on the Company’s behalf, has offered or given, and the Seller Parties have no Knowledge of any Person that has offered or given on its behalf, anything of value to: (a) any official of a government entityGovernmental Entity, any political party or official thereof, thereof or any candidate for political office; (b) any customer or member of the governmentany Governmental Entity; or (c) any other Person, in any such case 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 the government 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 his or its such Person’s official capacity, including a decision to fail to perform his or its such Person’s official function; (ii) inducing such Person to use his or its 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 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 the Company in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Sources: Stock Purchase Agreement (Oxford Industries Inc)

Ethical Practices. Neither the Company nor any representative thereof has offered or given, and the Seller Parties have Company has no Knowledge of any Person that has offered or given on its behalf, anything of value to: (a) any official of a government entityGovernmental Entity, any political party or official thereof, thereof or any candidate for political office; (b) any 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, customer or member of the government 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 his or its such Person’s official capacity, including a decision to fail to perform his such Person’s official function or its official function; (ii) inducing such Person to use his or its 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 in obtaining or retaining business for, or with, or directing business to, any Person; or (iiid) any Person, where such payment would constitute a bribe, kickback or illegal or improper payment to assist the Company in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Sources: Asset Purchase Agreement (Sunlink Health Systems Inc)

Ethical Practices. Neither the Company nor any representative thereof has offered or given, and the Seller Parties Sellers have no Knowledge of any Person that has offered or given on its behalf, anything of value to: (a) any official of a government entityGovernmental Entity, any political party or official thereof, or any candidate for political office; (b) any 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, member of the government or candidate for political office for the purpose of the following: (i) influencing any action or decision of such Person, in his or its official capacity, including a decision to fail to perform his or its official function; (ii) inducing such Person to use his or its influence with any government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist the Company 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 the Company in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Sources: Share Purchase Agreement (Twin Disc Inc)

Ethical Practices. Neither the Company nor any authorized representative thereof has offered or given, and the Seller Parties have no Knowledge of any Person that has offered or given on its behalf, anything of value to: (a) any official of a government entity, any political party or official thereof, or any candidate for political office; (b) any 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, member of the government or candidate for political office for the purpose of the following: (i) influencing any action or decision of such Person, in his or its official capacity, including a decision to fail to perform his or its official function; (ii) inducing such Person to use his or its influence with any government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist the Company 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 the Company in obtaining or retaining business for, or with, or directing business to, any Person.

Appears in 1 contract

Sources: Securities Purchase Agreement (Repay Holdings Corp)

Ethical Practices. Neither the Company Group nor any representative thereof has offered or given, and to the Seller Parties have Company’s Knowledge no Knowledge of any Person that has offered or given on its behalf, anything of value to: (a) any official of a government entityGovernmental Entity, any political party or official thereof, or any candidate for political office; (b) any customer 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: (ix) influencing any action or decision of such Person, in his or its such Person’s official capacity, including a decision to fail to perform his or its such Person’s official function; (iiy) inducing such Person to use his or its 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 Group 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 the Company Group in obtaining or retaining business for, or with, or directing business to, any Person. The Company Group has not accepted or received any unlawful contributions, payments, gifts or expenditures.

Appears in 1 contract

Sources: Merger Agreement (Nauticus Robotics, Inc.)