Common use of Ethical Practices Clause in Contracts

Ethical Practices. Neither the Seller Entities (solely as it relates to the Business) nor the Acquired Companies, nor to the Knowledge of the Business, any representative of the Seller Entities or the Acquired Companies have offered or given, and the Business has no Knowledge of any Person that has offered or given on behalf of the Business, anything of value to: (a) any official of a Governmental Entity, any political party or official thereof, or any candidate for political office; or (b) any customer or supplier of the Business; in either 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 Person described in clause (a) or (b) above, in any such case, for the purpose of any of the following: (i) 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; (ii) inducing such Person to use such Person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Business in obtaining or retaining business for, or with, or directing business to, any Person; or (iii) constituting a bribe, kickback or illegal or improper payment to assist the Business in obtaining or retaining business for, or with, or directing business to, any Person. The Acquired Companies are and have for the past three (3) years been in compliance in all material respects with all applicable Anti-Corruption Laws.

Ethical Practices. Neither the Company nor any current or former officer, director, employee or representative thereof acting on behalf of the Company or any Seller Entities (solely as it relates to the Business) nor the Acquired Companieshas offered or given, nor and to the Knowledge of the BusinessCompany and the Sellers, no Seller or any representative other Person acting on behalf of the Company or any Seller Entities or the Acquired Companies have offered or given, and the Business has no Knowledge of any Person that has offered or given on its behalf of the Business, anything of value to: (ai) any member or official of a Governmental Entity, any political party or official thereof, or any candidate for political office; or (bii) any customer of any Governmental Entity; or supplier of the Business; (iii) any other Person, in either case, 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 Person described in clause (a) customer, member or (b) above, in official of any such case, Governmental Entity or candidate for political office for the purpose of any of the following: (ix) influencing any action or decision of such Person, in such Person’s his or its official capacity, including a decision to fail to perform such Person’s his or its official function; (iiy) inducing such Person to use such Person’s his or its influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Business Company in obtaining or retaining business for, or with, or directing business to, any Person; or (iiiz) constituting where such payment would constitute a bribe, kickback or illegal or improper payment to assist the Business Company in obtaining or retaining business for, or with, or directing business to, any Person. The Acquired Companies are business and operations of the Company have for the past three (3) years been conducted in compliance in all material respects with all applicable Anti-Corruption 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. Neither the Seller Entities (solely as it relates to the Business) nor None of Seller, the Acquired CompaniesSubsidiary or any of their directors, nor officers and Employees have, and to Seller’s Knowledge, no joint venture partner of Seller, the Knowledge Acquired Subsidiary or any other party acting on behalf of the Business, any representative of the Seller Entities or the Acquired Companies have Subsidiary has, offered or given, and the Business has no Knowledge of any Person that has offered money or given on behalf of the Business, anything of value to: (a) any official of a Governmental EntityBody, any political party or official thereof, or any candidate for political office; or (b) any customer or supplier member of the Businessany Governmental Body; in either caseor (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 Person described in clause (a) customer, member of a Governmental Body or (b) above, in any such case, candidate for political office for the purpose of any of the following: (i) 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; (ii) inducing such Person to use such Person’s his, her or its influence with any Governmental Entity Body to affect or influence any act or decision of such Governmental Entity government or instrumentality to assist Seller or the Business Acquired Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person; or (iii) constituting where such payment or thing of value would constitute a bribe, kickback or illegal or improper payment or gift to assist Seller or the Business Acquired Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person. The Acquired Companies are and have for the past three (3) years been in compliance in all material respects with all applicable Anti-Corruption Laws.

Ethical Practices. Neither the Seller Entities (solely as it relates to the Business) nor the Acquired Companies, nor to the Knowledge None of the BusinessCompany, the Subsidiary Seller, any representative of Seller’s Affiliates, or any of their respective directors, officers and employees has, and to Seller’s Knowledge, no joint venture partner of the Seller Entities Company, the Subsidiary or the Acquired Companies have offered or given, and the Business has no Knowledge of any Person that has offered or given other party acting on behalf of the BusinessCompany or the Subsidiary 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; or (b) any customer or supplier member of the Businessany Governmental Body; in either caseor (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 Person described in clause (a) customer, member of a Governmental Body or (b) above, in any such case, candidate for political office for the purpose of any of the following: (i) 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; (ii) inducing such Person to use such Person’s his, her or its influence with any Governmental Entity Body to affect or influence any act or decision of such Governmental Entity government or instrumentality to assist the Business Company or the Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person; or (iii) constituting where such payment or thing of value would constitute a bribe, kickback or illegal or improper payment or gift to assist the Business Company or the Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person. The Acquired Companies are and have for the past three (3) years been in compliance in all material respects with all applicable Anti-Corruption Laws.

Ethical Practices. Neither the Seller Entities (solely as it relates to the Business) nor the Acquired Companies, nor to the Knowledge None of the BusinessCompany, any representative 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 Seller Entities Company, any Subsidiary or the Acquired Companies have offered or given, and the Business has no Knowledge of any Person that has offered or given other party acting on behalf of the BusinessCompany or any Subsidiary 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; or (b) any customer or supplier member of the Businessany Governmental Body; in either caseor (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 Person described in clause (a) customer, member of a Governmental Body or (b) above, in any such case, candidate for political office for the purpose of any of the following: (i) 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; (ii) inducing such Person to use such Person’s his, her or its influence with any Governmental Entity Body to affect or influence any act or decision of such Governmental Entity government or instrumentality to assist the Business Company or any Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person; or (iii) constituting where such payment or thing of value would constitute a bribe, kickback or illegal or improper payment or gift to assist the Business Company or any Subsidiary in obtaining or retaining business for, or with, or directing business to, any Person. The Acquired Companies are and have for the past three (3) years been in compliance in all material respects with all applicable Anti-Corruption Laws.