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. Each of the Sellers hereby represents and warrants to the Purchaser that:
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. 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. 4.5.1 has sufficient knowledge and experience in business and financial matters;
Each Seller. (i) agrees that the Principal Seller shall receive or pay any sums receivable or payable by it under this Agreement and the Tax Deed of Covenant on behalf of each relevant Seller to the extent that such sum relates to the Shares being sold by any such Seller;
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. 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) 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
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
