Seller Affiliate Responsibility Sample Clauses

Seller Affiliate Responsibility. Florida East Coast, an affiliate of Sellers, hereby guarantees obligations or liabilities of Sellers to Buyer pursuant to Section 11.02 of this Agreement (the "Guaranteed Obligations"), subject in all events to the limitations, including but not limited to the Seller Liability Cap and the Basket Amount, to such obligations and liabilities of Seller as set forth in Article XI of this Agreement; provided that the obligations of Florida East Coast under this Section 14.19 shall terminate (A) with respect to the Guaranteed Obligations that are not Seller Unlimited Liability Matters, on the earlier of the date on which the Seller Liability Cap is reached or three (3) years from the date hereof, and (B) with respect to the Seller Unlimited Liability Matters and any Tax Indemnity, three (3) years from the date hereof. Florida East Coast hereby represents and warrants to Buyer that Florida East Coast will receive a direct or indirect benefit from the transactions described in this Agreement. Nothing herein contained shall constitute a waiver by Florida East Coast of any defense, claim, counterclaim or offset that may be available to Sellers with respect to their obligations under this Agreement and Florida East Coast shall have the right to assert any such defense, claim, counterclaim or offset in any claim or suit against Florida East Coast to the same extent as would Sellers if such suit or claim were brought against Sellers. The provisions of this Section 14.19 shall survive Closing.