Each Seller Clause Samples

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. (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. 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; 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 beneficial and legal owner of the Subject Shares set forth beside its name in Schedule 4, Part B and is entitled to sell and transfer such Subject Shares and the full legal and beneficial ownership of such Subject Shares on the terms of this Agreement free from any Encumbrance other than those created under or pursuant to the Articles of Association, and no consent of any third party is required in relation to the transfer.

Each Seller. As between Sellers, any Purchase Price payable to Sellers, payments payable to Sellers from the Escrow Account or otherwise payable under this ARTICLE 2, shall be paid pro rata among the Sellers based on such Seller’s percentage of the Shares immediately prior to the Closing.

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 (b) has the right to exercise all voting and other rights over 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).

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) 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 activities or business of or with any person or in any country or territory, that is, or whose government is, the subject of Sanctions; or in any other manner that would result in a violation of Sanctions by any Person. ​ ​ ​ ​

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. (b) No Order shall have been entered, promulgated, issued or enforced by a Governmental Body preventing the purchase and sale of Seller’s Interests pursuant to this Agreement. (c) There shall not be pending by any Governmental Body any suit, action or proceeding challenging or seeking to restrain or prohibit the purchase and sale of the Interests or any of the Contemplated Transactions. (d) All conditions precedent to the obligations of UAC restructured noteholders to deliver and sell their UAC restructured and accrual notes to Buyer in connection with the Noteholder Buyout pursuant to the noteholder tender agreements in effect or the date hereof shall have been met. (e) The Sellers shall have received an opinion dated as of the Closing Date of counsel to the Buyer in substantially the form of Exhibit 2.4(c). (f) Buyer shall have taken any corporate action necessary to cause ▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to be elected or appointed to the Board of Directors of Buyer effective upon the Closing.

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.