Each Seller Sample Clauses
The "Each Seller" clause establishes that all obligations, representations, and warranties outlined in the agreement apply individually to every seller involved. In practice, this means that each seller is responsible for fulfilling their own duties and can be held accountable for any breaches or misrepresentations, regardless of the actions of other sellers. This clause ensures that liability is not diluted among multiple sellers, thereby protecting the buyer by allowing them to seek remedies from any seller who fails to meet their contractual obligations.
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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) 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. 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. (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 Xxxx X. Xxxx and Xxxxxxx X. XxXxxxxx to be elected or appointed to the Board of Directors of Buyer effective upon the Closing.
Each Seller. (i) is in compliance with all Legal Requirements respecting labor and employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to employees; (ii) has withheld and reported in a timely manner all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries, accrued vacation, paid-time-off, or personal time off and other payments to employees; (iii) is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Applicable Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice); (v) complies with all requirements and work practices and procedures under the Occupational Safety and Health Act (“OSHA”) and state counterparts thereof; and (vi) has not received any OSHA citations or been required to pay any fines or penalties under OSHA or the state counterparts thereof. Except as set forth in Schedule 5.18(b) of the Disclosure Letter, there are no pending claims or actions against any of the Sellers for workers’ compensation claims or under any worker’s compensation policy or long-term disability policy nor to the Knowledge of Sellers are any such claims or actions threatened against any of the Sellers. Each Person whom one of the Sellers has retained as an independent contractor qualifies or qualified as an independent contractor and not as an employee of such Seller under the Code and all applicable Federal, state and local laws.
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. (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. 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.