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 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 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. Parent shall cause Seller Parent to take any and all actions required to be taken by Seller Parent under this Article X.
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. 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 PURCHASE AGREEMENT OP SELLER: 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 PURCHASE AGREEMENT
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:
Seller Parent. Executed solely for the purpose of acknowledging and agreeing to the indemnity by the undersigned set forth in Section 7.02 WOODFIELD INVESTMENT COMPANY, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Manager Signature Page to Purchase and Sale Agreement- GGT Whitehall Holdings, LLC and XX Xxxxxxxx, LLC Exhibit A Property Omitted as not necessary to an understanding of the Agreement. Exhibit B Form of Assignment and Assumption of Interest Agreement Omitted as not necessary to an understanding of the Agreement. Exhibit C Non-Foreign Status Affidavit
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;
