Common use of Ethical Practices Clause in Contracts

Ethical Practices. To the Knowledge of the Sellers, neither the Sellers, nor any representative of either of the Sellers, nor any other Person on their behalf has offered or given on their behalf, anything of material value to: (i) any official of a Governmental Entity, any political party or official thereof, or any candidate for political office; (ii) any customer or member of the government; or (iii) 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: (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 Sellers 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 Sellers in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. To Neither the Knowledge of the Sellers, neither the Sellers, Company nor any representative of either of thereof has offered or given, and neither the Sellers, Company nor any other Seller has Knowledge of any Person on their behalf that has offered or given on their behalf, anything of material value to: (i) any official of a Governmental Entity, any political party or official thereof, or any candidate for political office; (ii) any customer or member of the government; or (iii) 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: (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 Sellers Company 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 Sellers Company in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. To the Knowledge of the SellersCompany's Knowledge, neither the Sellers, Company nor any representative thereof has offered or given, and the Company has no Knowledge of either of the Sellers, nor any other Person on their behalf that has offered or given on their its behalf, anything of material value to: (i) any i)any official of a Governmental Entity, any political party or official thereof, or any candidate for political office; (ii) any customer or member of the government; or (iii) 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: (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 to affect or influence any act or decision of such government or instrumentality to assist the Sellers Company 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 Sellers Company in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. To the Knowledge of the SellersGoldsboro Parties, neither the SellersCompany, any of its Subsidiaries nor any representative of either of the Sellers, nor any other Person on their behalf thereof has offered or given on their behalf, anything of material value to: (i) any official of a Governmental Entity, any political party or official thereof, thereof or any candidate for political office; (ii) any customer or member of the governmentany Governmental Entity; or (iii) 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: (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 Sellers Company 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 Sellers Company or any of its Subsidiaries in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. To In conducting the Knowledge of the SellersOperations, neither the SellersSeller or, nor any representative of either of the Sellersto each Seller’s Knowledge, nor any other Person on their behalf its respective directors, officers or employees, has offered money or given on their behalf, anything of material value to: (ia) any official of a Governmental EntityBody, any political party or official thereof, or any candidate for political office; (iib) any customer or member of the governmentany Governmental Body; or (iiic) 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: (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 Sellers 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 Sellers any Seller in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. To the Knowledge No Company, any Affiliates, or any of their respective directors, officers and employees has or any other party acting on behalf of the SellersCompany has, neither the Sellers, nor any representative of either of the Sellers, nor any other Person on their behalf has offered money or given on their behalf, anything of material value to: (ia) any official of a Governmental EntityBody, any political party or official thereof, or any candidate for political office; (iib) any customer or member of the governmentany Governmental Body; or (iiic) 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 any 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 Sellers Company 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 Sellers Company in obtaining or retaining business for, or with, or directing business to, any Person.

Ethical Practices. To Neither the Knowledge of the Sellers, neither the Sellers, Company Group nor any representative of either of thereof has offered or given, and to the Sellers, nor any other Company’s Knowledge no Person on their behalf has offered or given on their its behalf, anything of material value to: (ia) any official of a Governmental Entity, any political party or official thereof, or any candidate for political office; (iib) any customer customer, payor or member of the government; or (iiic) 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 Sellers Company Group 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 any of the Sellers 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.