Seller Parent Sample Clauses
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 and Buyer hereby agree that the provisions of Section 15.0 of the Purchase Agreement with respect to indemnification shall govern all obligations of the parties with respect to the Assumed Liabilities and the Excluded Liabilities and such other matters contemplated by this Undertaking as applicable.
Seller Parent. Seller Parent acknowledges and agrees with Investor that Seller Parent shall cause Seller to perform its obligations under this Agreement.
Seller Parent. AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC., a Maryland corporation By: /s/ W. Txxx Xxxxxx Name: W. Txxx Xxxxxx Title: President and Interim Chief Executive Officer AMERICAN REALTY CAPITAL HEALTHCARE TRUST III OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: American Realty Capital Healthcare Trust III, Inc., its general partner By: /s/ W. Txxx Xxxxxx Name: W. Txxx Xxxxxx Title: President and Interim Chief Executive Officer
Seller Parent. FRP HOLDINGS, INC.,
Seller Parent. Seller Parent shall cause each Seller to perform all of the obligations required to be performed by it under this Agreement and each of the other Transaction Documents and all other instruments, agreements and documents executed by such Seller in connection with the Transaction.
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. 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 Sellers’ obligations 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. The execution, delivery and performance of this Agreement, the Services Agreement (the "Services Agreement") substantially in the form of Exhibit B, and all other agreements, documents and instruments contemplated in connection with this Agreement to which the Seller Parent is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action of the Seller Parent, and no such authorization is necessary by the shareholders of the Seller Parent. The Seller Parent has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Services Agreement and to consummate the transactions contemplated hereby and thereby and the Seller Parent has duly executed and delivered this Agreement. This Agreement is, and upon execution and delivery, the Services Agreement and such other agreements, documents and instruments will be, the legal, valid and binding obligations of the Seller Parent enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).