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lawyer turkish citizenship by investment either the Sellers or the Buyer if any Governmental Authority shall have issued an order, decree or ruling or shall have taken any other motion restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or different motion shall have become final and nonappealable; offered, nevertheless, that the terminating Party has used its commercially reasonable efforts in accordance with Section 5.11 to have such order, decree, ruling or other action vacated. The Target Company shall, and the Sellers shall procure the Target Company to, cause the shareholders listed in Schedule 2 to switch the nominee fairness interest to the designated Persons of the Buyer for nominal consideration in accordance with Section 5.6 of this Agreement. In addition to the indemnification stipulated in Article VII of this Section, if this Agreement is terminated or the transactions contemplated hereby fail to be closed previous to the Outside Closing Date due to the failure of the Target Companies, the Sellers or the Warrantors to cooperate in completing the Closing under this Agreement or the Ancillary Document, the Target Companies and the Warrantors shall collectively and law firm istanbul türkiye severally pay a further one time the down cost to the Buyer, i.e. None of the Target Company, the Sellers or law firm istanbul türkiye the Buyer shall be responsible for any illustration, warranty, covenant or settlement until notice of an precise or potential declare or the discovery of any reality or circumstance which the Sellers or the Buyer moderately believes might lead to a claim is given to the other previous to the expiration of the duration, if any, law firm immigration of such illustration, guarantee, covenant or settlement. In such case, such representations, warranties, covenants or agreements shall survive as to such claims, till such claims have been lastly resolved, and no action shall be required to be initiated to increase such survival or law firm staying permit to protect such claim The entities listed beneath the “subsidiaries or affiliated corporations of the Target Company” within the following form are subsidiaries or affiliated firms of the Target Company, and a half of the fairness of such entities is held by the shareholders listed beneath the “shareholders holding shares on behalf of others and the proportion of shares held on behalf of others” in the proportion as shown.
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“Equity Securities” means, with respect to any Person, such Person’s equity interest, membership interests, partnership pursuits, registered capital, three method partnership or different possession curiosity and any choices, warrants or different securities that are immediately or not directly convertible into, or exercisable or exchangeable for, such fairness curiosity, membership interests, partnership interests, registered capital, joint venture or other ownership interest . Judgment upon any award rendered in such arbitration will be last and binding upon the events thereto and could also be enforced in any court docket having jurisdiction thereof. Unless the context otherwise requires, any reference to “Equity Securities” means Equity Securities of the Compan The claimant in the dispute shall select one arbitrator, and the respondent shall select one arbitrator. Any dispute, controversy or claim arising out of or regarding this Warrant, or the breach, termination or invalidity thereof shall be settled by arbitration in Hong Kong with the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the Hong Kong International Arbitration Centre Procedures for the Administration of International Arbitration in pressure on the time of arbitration.