Each Seller. Each of the Sellers hereby severally represents and warrants to the Purchaser that:
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) 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
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. 7.4
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) is the legal and beneficial owner of the Sale Shares set out opposite its name in column (B) of Schedule 1 (as at the date of this Agreement) and column (C) of Schedule 1 (as at the Completion Date); and
Each Seller. (a) The representations and warranties of the Buyer contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made as of the Closing Date. The Buyer shall have performed or complied in all material respects all covenants and agreements required by this Agreement to be performed or complied with by the Buyer prior to the Closing Date.
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;
Each Seller. 1.1 is duly formed and validly existing as a corporate or partnership entity formed under the laws set forth beside its name in Schedule 4, Part B hereof, other than the EBRD which is an international financial institution established pursuant to the Agreement Establishing the European Bank for Reconstruction and Development as noted in Schedule 4, Part B hereof;
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
