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 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 with Investor that Seller Parent shall cause Seller to perform its obligations under this Agreement.
Seller Parent and Buyer shall cooperate in good faith to permit the Continuing Employees who are participants in Seller’s 401(k) plan (the “Seller Retirement Plan”) to make rollover contributions or otherwise transfer their respective Seller Retirement Plan account balances (including loans) from the Seller Retirement Plan to the tax-qualified defined contribution retirement plan designated by Buyer. 34
Seller Parent. Seller Parent, with respect to Seller Parent only, hereby represents and warrants to Purchaser as of the date hereof (unless specifically stated otherwise), as follows in this Section 3.01:
(a) Existence; Corporate Power. Seller Parent is an unlimited liability corporation duly formed, validly existing and in good standing under the Laws of the Province of Alberta and in each other jurisdiction in which the ownership or leasing of its assets or the conduct of its business requires such qualification. Seller Parent has all requisite power and authority to own and operate its properties and to carry on its business as now conducted, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Seller Parent. Executed solely for the purpose of acknowledging and agreeing to the indemnity by the undersigned set forth in Section 7.02
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 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. FRP HOLDINGS, INC.,
