Each Seller Sample Clauses

Each Seller. Each of the Sellers hereby severally represents and warrants to the Purchaser that: (1) He/She owns the portion of the Sale Shares registered under his/her name free and clear of any trusts, liens, pledges, security agreements, options, restrictions, encumbrances or charges of whatever nature, and has full legal right, power and authority, without the prior or subsequent approval of any person, government body or court, to sell, transfer, assign and deliver the Sale Shares as provided in this Agreement, and such delivery will convey to the Purchaser lawful, valid, marketable and indefeasible title to the Sale Shares, free and clear of any trusts, liens, pledges, security agreement, options, restrictions, encumbrances or charges of whatsoever nature. (2) There is no legal action, suit, proceeding, litigation, claim, administrative proceeding or governmental action currently pending or threatened that does or might affect: (i) such Seller’s interest in the Sale Shares, or (ii) such Seller’s ability to convey to the Purchaser good, marketable and unencumbered title to the Sale Shares, or (iii) such Seller’s authority to enter into and perform this Agreement.

Each Seller. As between Sellers, any Purchase Price payable to Sellers, or payments payable to Sellers from the Escrow Account, shall be paid pro rata among the Sellers based on such Seller’s equity ownership percentage of the Company immediately prior to the Closing. No fractional shares of Buyer Common Stock will be issued to the Sellers. Sellers shall receive cash in lieu of any fractional shares of Buyer Common Stock to which any such Seller would otherwise have been entitled pursuant to the Contemplated Transactions at the Price Per Share.

Each Seller. (a) irrevocably waives or agrees to procure the waiver of any rights of pre-emption or restrictions conferred upon it or any other person that may exist in relation to the Shares under the Articles, the Investment Agreement or otherwise; and (b) hereby consents to the transfer of all of the Shares to the Buyer for the purposes of the Articles or the Investment Agreement (including, for the avoidance of doubt, the provisions set out in Article 7 and Article 10 of the Articles), as at the date of this Agreement.

Each Seller. (a) shall, and shall (where appropriate) procure that each other member of that Seller’s Group for the time being shall, keep confidential all information provided to any member of that Seller’s Group by or on behalf of the Purchaser or otherwise obtained by any member of that Seller’s Group or a Group Company in connection with this agreement which relates to any member of the Purchaser’s Group; and (b) shall procure that, if after Completion it or (as appropriate) any other member of that Seller’s Group for the time being holds confidential information relating to any Group Company, the member of that Seller’s Group concerned shall keep that information confidential and, to the extent reasonably practicable, shall return that information to the Purchaser or destroy it, in either case without retaining copies.

Each Seller. 1.1 is duly formed and validly existing as a corporate entity formed under the laws set forth beside its name in Schedule 4, Part C hereof; 1.2 has the power and authority to execute, deliver and perform its obligations under this Agreement; 1.3 as at the date of this Agreement, is the registered and beneficial owner of the MobiFon Shares set forth beside its name in Schedule 4, Part C and is entitled to sell and transfer such MobiFon Shares and the full legal and beneficial ownership of such MobiFon Shares on the terms of this Agreement free from any Encumbrance, other than those created under or pursuant to the Loan Agreements and the Contract of Association and statutes, and no consent of any third party is required in relation to the transfer except: (i) consent of Vodafone and MobiFon Holdings under Section 4.1.4 of the Contract of Association; and (ii) acquiescence of the Senior Lenders pertaining to the access to share certificates representing such MobiFon Shares.

Each Seller the Buyer and each of their respective Affiliates agree that Whirlpool may, in its or any of its Affiliate’s, as relevant, exclusive discretion, make elections described in Treasury Regulations section 1.245A-5(e)(3) with respect to any Buyer Group Company in connection with the Transaction. Whirlpool shall promptly notify Ardutch of any election made pursuant to this Clause 10.7.

Each Seller. (a) to secure the Buyer's interests under this agreement irrevocably appoints the Buyer to be his attorney pending the Buyer's registration as a member of the Company with power on that Seller's behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer; and (b) agrees that for so long as any Sale Shares remain registered in his name he will: (i) not exercise any of his rights as a member of the Company or appoint any other person to exercise such rights; (ii) hold on trust for and pay or deliver to the Buyer any distributions or notices, documents or other communications which may be received after the date of this agreement by that Seller in his capacity as a member of the Company from the Company or any third party; and (iii) on request by the Buyer ratify all documents executed and acts properly done by the Buyer as his attorney.

Each Seller. (a) acknowledges that it is the policy of the Bank (to the extent it is legally permitted to do so under the laws of its jurisdiction of incorporation and any relevant jurisdiction in which it operates) to comply with all Sanctions and agrees that the Bank will not be liable for non-performance of any obligations under this Agreement if its failure to act is due to its adherence to its policy to comply with Sanctions; and (b) shall not, directly or indirectly, use any benefit derived from this Agreement to fund any

Each Seller. 4.5.1 has sufficient knowledge and experience in business and financial matters; 4.5.2 is capable of evaluating the merits and risks of an investment in the shares of the Parent Stock; and 4.5.3 has the capacity to protect their own interests in connection with the transactions contemplated hereby.

Each Seller. (a) to secure the Buyer's interests under this agreement, irrevocably appoints, for a three month period following Completion, the Buyer to be his attorney pending the Buyer's registration as a member of the Company with power on that Seller's behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights (including voting rights) which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer; and (b) agrees that for so long as any Sale Shares remain registered in his name he will: (i) not exercise any of his rights as a member of the Company or appoint any other person to exercise such rights; (ii) hold on trust for and pay or deliver to the Buyer any distributions or notices, documents or other communications which may be received after the date of this agreement by that Seller in his capacity as a member of the Company from the Company or any third party; and (iii) on request by the Buyer ratify all documents executed and acts done by the Buyer as his attorney.