Seller Parent Sample Clauses

Seller Parent. Seller Parent acknowledges and agrees with Investor that Seller Parent shall cause Seller to perform its obligations under this Agreement.
Seller Parent and Buyer shall each, and shall cause their respective affiliates to, provide the other party with such cooperation, assistance and information as any of them may reasonably request in respect of Taxes of the Business or the Purchased Assets, the preparation of any Tax Return, including Tax Returns relating to transfer Taxes, amended Tax Return or claim for refund in respect of the Purchased Assets, or the participation in or conduct of any audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for Taxes of the Purchased Assets. Such cooperation and information shall include (i) providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant workpapers, relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax basis of property, which any such party may possess, and (ii) making employees available on a mutually convenient basis to provide explanations of any documents or information provided.
Seller Parent. Seller Parent acknowledges and agrees that (a) it shall cause Seller to perform its obligations under Articles I and IV of this Agreement and cause Seller and Seller’s Affiliates to perform their respective obligations under the Transaction Agreements and (b) until the later of (i) the date that is eighteen (18) months after the Closing Date and (ii) the date that all Indemnifiable Claims made by Buyer or any Affiliate of Buyer or their respective officers or directors on or prior to the date that is eighteen (18) months after the Closing Date have been finally resolved, Seller Parent shall cause Seller to maintain Total Adjusted Capital (as defined in the applicable Laws of the State of Nebraska) (x) of at least $100,000,000 and (y) equal to or greater than 250% of Seller’s Authorized Control Level Risk-Based Capital (as defined in the applicable Laws of the State of Nebraska). Notwithstanding the undertaking in the preceding sentence, Seller Parent may elect to assume Seller’s obligations under Article IX or provide another form of security for Seller’s indemnification obligations hereunder in form and substance reasonably satisfactory to Buyer, in which event the obligations of Seller and Seller Parent with respect to Seller’s Total Adjusted Capital and Authorized Control Level Risk-Based Capital shall be of no further force or effect.
Seller Parent. For the avoidance of doubt, the Seller Parent hereby acknowledges and agrees that the guarantee given by it in Section 11.17 of the Master Purchase Agreements continues and is not altered, modified or amended by this Agreement.
Seller Parent. FRP HOLDINGS, INC., a Florida corporation By: Name: Xxxx X. Xxxxx XX Title: Chief Executive Officer [Signature Page to Seller Joinder] Schedule A-1 Properties and Sellers Property Seller State of Organization 0000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 1502 Quarry LLC Maryland 0000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 FRP Lakeside LLC #2 Maryland 0000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 FRP Lakeside LLC #2 Maryland 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxx 00000 FRP Lakeside LLC #5 Maryland 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxx 00000 FRP Lakeside LLC #4 Maryland 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxx 00000 FRP Lakeside LLC #5 Maryland 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxx 00000 FRP Lakeside LLC #4 Maryland 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxx 00000 FRP Lakeside LLC #1 Maryland 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxx 00000 FRP Lakeside LLC #1 Maryland 0000 Xxxxxx Xxxx, Hanover, Maryland 21076 FRP Hillside LLC #2 Maryland 0000 Xxxxxx Xxxx, Hanover, Maryland 21076 FRP Hillside LLC Maryland 0000 Xxxxxx Xxxx, Hanover, Maryland 21076 FRP Hillside LLC #3 Maryland 0000 Xxxxxx Xxxx, Hanover, Maryland 21076 FRP Hillside LLC Maryland 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 OZ LLC Maryland 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 OZ LLC Maryland 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Maryland 21090 FRP Oregon Avenue LLC Maryland 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Maryland 21090 FRP Oregon Avenue LLC Maryland 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 FRP Transit Business Park LLC Maryland 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 FRP Transit Business Park LLC Maryland 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 FRP Transit Business Park LLC Maryland 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 FRP Transit Business Park LLC Maryland 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 FRP Transit Business Park LLC Maryland 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 FRP Transit Business Park LLC Maryland 0000 00xx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 FRP Hollander 95 LLC Maryland 0000 00xx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 FRP Hollander 95 LLC Maryland 0000 Xxxxxxx Xxxxx, Xxxxxx, Maryland 20794 FRP Preston Court LLC Maryland 0000 Xxxxxxx Xxxxx, Xxxxxx, Maryland 20794 FRP Preston Court LLC Maryland 00000 Xxxxxx Xxxx, Xxxx Xxxxxx, Maryland 21031 FRP 10820 Gilroy LLC Maryland 0000 Xxxxx Xxxxx, Essex, Maryland 21221 FRP Kelso LLC Maryland 0000 Xxxxx Xxxxx, Essex, Maryland 21221 FRP Kelso LLC ...
Seller Parent. Seller Parent is executing this Agreement to (A) agree, and hereby does agree, to cause Sellers to perform the obligations set forth in Article II and (B) guaranty, and hereby does guaranty, unconditionally and as a primary obligation, the due and punctual performance of Sellersobligations under this Agreement, including the obligations to (i) perform all their obligations and assume all their Liabilities as provided by this Agreement, the Ancillary Agreements and any other agreement or instrument executed pursuant to this Agreement, including Sellers’ obligations pursuant to Article II, regardless of any alternations, waivers or extensions to any such agreement or instrument, and further agrees that it shall not be necessary to institute or exhaust remedies or causes of action against Sellers as a condition of the obligations of Seller Parent pursuant to this provision. Seller Parent represents and warrants as of the date hereof and as of the Closing Date, those representations and warranties contained in Section 4.1 (Organization), Section 4.2 (Authority; Binding Effect), Section 4.3 (No Conflicts; Consents), Section 4.4 (Governmental Authorization) and Section 4.6 (Litigation), substituting the term “Seller Parent” therein, mutatis mutandi, for references to the term “Seller” or “Sellers”.
Seller Parent and Buyer shall provide each other with a certified copy of the resolutions of their respective Boards of Directors (and, in the case of Seller, shareholder resolutions) authorizing the execution of this Agreement and the consummation of the transactions contemplated hereby in a form reasonably acceptable to the other party;
Seller Parent. To the extent that any Seller other than Seller Parent has any obligation hereunder or the Seller Parent has an obligation hereunder that would more appropriately be completed by another Seller (or, in order to fully perform such obligation, another Seller would also need to take action with respect thereto), the Seller Parent will cause such Seller to fulfill such obligation subject to the other terms and conditions set forth in this Agreement. Additionally, where any Seller other than the Seller Parent grants any rights under this Agreement or makes any acknowledgement, the Seller Parent grants such rights or makes such acknowledgements on behalf of such Seller (and will cause such Seller to grant such right or make such acknowledgement, if necessary, subject to the other terms and conditions set forth in this Agreement).