Buyer Insurance Policy Sample Clauses

Buyer Insurance Policy. Buyer agrees that it shall not amend the terms of the Buyer Insurance Policy in a manner adverse to CCOC without the prior written consent of CCOC. 70 LA_LAN01:362972.20
Sample 1Sample 2
AutoNDA by SimpleDocs
Buyer Insurance Policy. The Wafra Parties shall not (and shall not permit their Affiliates to) amend the Buyer Insurance Policy in a manner that is adverse to DBOC without the prior written consent of DBOC.
Sample 1Sample 2
Buyer Insurance Policy. In the event that Buyer or any of its Affiliates binds any third party representations and warranties insurance policy related to the representations and warranties in this Agreement (a “Buyer Insurance Policy”), such Buyer Insurance Policy shall expressly provide that the insurer or insurers issuing such policy shall have no right, and waive any right, of subrogation, contribution or otherwise against the Seller (including any former, current or future Representative of Seller) based upon, arising out of, or in any way connected to this Agreement, the Contemplated Transactions, or such Buyer Insurance Policy, except with respect to Fraud of Seller. Seller shall be intended third party beneficiaries under any Buyer Insurance Policy of the immediately preceding provision. Buyer and its Affiliates shall not amend, waive, modify or otherwise revise the foregoing subrogation provision in any Buyer Insurance Policy.
Sample 1Sample 2
Buyer Insurance Policy. On or prior to the Closing Date, Buyer may pay the underwriting fee for the Buyer Insurance Policy and use commercially reasonable efforts to obtain and bind the Buyer Insurance Policy on the terms and conditions set forth on Exhibit F. Rentech and Sellers shall cooperate with Buyer’s efforts and provide assistance as reasonably requested by Buyer to permit Buyer to obtain and bind the Buyer Insurance Policy, including, without limitation, reasonable access to all records, data, and information required as part of the underwriting process for this purpose; provided, however, that Sellers shall not be required to provide Buyer with any competitively sensitive information, including any information specific to the Xxxxx or Sellers’ customers. Rentech and Sellers shall pay or cause to be paid (or reimburse Buyer for) the total premium (which shall not exceed $148,000), underwriting fee (which shall not exceed $30,000), brokerage commissions, and surplus lines tax with respect to such policy, which amount shall be characterized as an Excluded Liability, only to the extent Buyer has paid such amounts in connection with the Buyer Insurance Policy.
Sample 1
Buyer Insurance Policy. Buyer and its Affiliates shall not amend, waive, modify or otherwise fail to satisfy the terms and conditions of the Buyer Insurance Policy once issued, including with respect to subrogation, in any manner that would be adverse to Sellers or would otherwise allow the insurer thereunder or any other Person to expand its subrogation rights, or otherwise make or bring any claim or proceeding for contribution or otherwise, against Sellers or any of their Affiliates or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising from or related to this Agreement or any transaction contemplated hereby or thereby, except as expressly set forth in the Buyer Insurance Policy. The Buyer Insurance Policy shall provide that the insurer thereunder shall not have any right of subrogation, contribution or otherwise against any Seller or any of Affiliate thereof, or any past, present or future director, manager, officer, employee or advisor of any of the foregoing, except in the case of that Person’s actual and intentional fraud in connection with this transaction.
Sample 1
Buyer Insurance Policy. Promptly following the execution of this Agreement, Buyer may, at its expense, pay the required deposit fee and all other payments or fees and take all necessary actions to bind Buyer’s coverage under an insurance policy related to the representations and warranties or other provisions of this Agreement (the “R&W Insurance Policy”). If bound, the R&W Insurance Policy shall provide that (a) the insurance carrier shall (i) have no right of subrogation, contribution or otherwise against Seller or any of its Affiliates or Representatives, except in the case of fraud, and (ii) have waived any such right of subrogation, contribution or otherwise, except in the case of fraud; and (b) the foregoing provision shall not be amended or waived without the prior written consent of Seller, and that Seller is an intended third party beneficiary of the foregoing provision.
Sample 1

Related to Buyer Insurance Policy

  • R&W Insurance Policy In the event Parent or any of its Affiliates obtains a representations and warranties insurance policy in respect of the representations and warranties contained in this Agreement or in any certificate or other instrument contemplated by or delivered in connection with this Agreement (such policy, a “R&W Insurance Policy”), then (a) the payment of the premium (inclusive of commissions, surplus lines or premium taxes) and underwriting fees required by the R&W Insurance Policy to be paid (the “R&W Policy Premium”) shall be paid by Parent at or following Closing in connection with the issuance of the R&W Insurance Policy, with fifty percent (50%) of the R&W Policy Premium being borne by the Company as a Transaction Expense, and, for the avoidance of doubt, any other costs incurred or due following the Effective Time relating to the R&W Insurance Policy shall be borne solely by Parent and its Affiliates (including the Surviving Company after the Mergers); (b) such R&W Insurance Policy shall not provide for any “seller retention” (as such phrase is commonly used in the representations and warranties insurance policy industry); (c) such R&W Insurance Policy shall expressly waive any claims of subrogation, contribution, assignment, or otherwise, against the Stockholder or its Affiliates (or any direct or indirect past or present shareholder, member, partner, stockholder, employee, director or officer (or the functional equivalent of any such position) of the Stockholder or its Affiliates) (except in the case of Fraud); (d) the Stockholder shall, and shall cause the Company to, use commercially reasonable efforts to cooperate with Parent and its Affiliates and provide assistance as reasonably required to obtain such R&W Insurance Policy prior to Closing and (e) the subrogation waiver described in clause (c) of this Section 6.10 may not be amended or otherwise modified in any manner adverse to the Stockholder or any of the other persons listed in clause (c) of this Section 6.10, without Stockholder’s prior written consent (which consent may be withheld in its sole discretion).

  • Insurance Policies Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy term a "General Policyholders Rating" of at least B+, V, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after thirty (30) days prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

  • Other Insurance Policies No action, inaction or event has occurred and no state of facts exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any applicable special hazard insurance policy, PMI Policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In connection with the placement of any such insurance, no commission, fee, or other compensation has been or will be received by Seller or by any officer, director, or employee of Seller or any designee of Seller or any corporation in which Seller or any officer, director, or employee had a financial interest at the time of placement of such insurance.

Time is Money Join Law Insider Premium to draft better contracts faster.