Representation and Warranty Insurance. If Buyer or any of its Affiliates procures a representation and warranty insurance policy (or other similar policy) (a “R&W Policy”), then (i) such R&W Policy shall be at Buyer’s sole expense and (ii) Buyer shall cause such R&W Policy to expressly include a waiver by the insurer of any and all subrogation rights (except in the case of Fraud) against any Seller, its Affiliates and their respective officers, directors and employees. Buyer shall cause each insured party under any such R&W Policy not to waive, amend, modify or otherwise revise such subrogation provision, or allow such provision to be waived, amended, modified or otherwise revised, in each case in a manner that is adverse to a Seller without the prior written consent of such Seller. Sellers shall reasonably cooperate with Buyer with respect to Buyer’s procurement of any such R&W Policy.
Representation and Warranty Insurance. The Purchaser shall: (i) arrange for insurance to cover losses that may be incurred by the Purchaser arising from the breach of the Vendorco's representations and warranties contained in this Agreement; and (ii) comply with or satisfy or cause to be satisfied all conditions for such insurance that are within its power and control to satisfy or cause to be satisfied. The insurance arranged by the Purchaser involves an insurance policy insuring Vendorco and Vendorco has (i) signed the application and will sign such other documents as may reasonably be required for the Purchaser to obtain such insurance policy (the "POLICY") and which are not inconsistent with the terms of this Agreement, (ii) assign all of its rights and benefits under the Policy to and for the benefit of the Purchaser pursuant to agreements and documents as reasonably required by the insurance company, and (iii) comply with or satisfy or cause to be satisfied all conditions for such insurance that are within its power and control to satisfy or cause to be satisfied, provided that, upon completion of the Transactions, in no event shall the Vendor (or any of the Trustees) have any obligation or liability to any party hereto or to the insurer(s) in respect of or pursuant to the Policy including, without limitation, any direct or indirect liability to the Purchaser, IMRM or the Company (except as contemplated in Article 8 hereof) or to the insurer(s) as a result of any untruth, inaccuracy or breach of any of the representations and warranties herein ("BREACH") and no obligation to make or otherwise be party to any claim in respect of any Breach or the Policy in respect thereof. The Purchaser, IMRM and the Company acknowledge and agree that they will have no claim, and will not bring or make any claim, against the Vendor (or the Trustees thereof) in respect of the Policy or any Breach on the part of the Vendor or Vendorco in this Agreement. The Company shall pay up to $150,000 of the cost of obtaining the Policy and such amount shall be deducted from the Share Purchase Price in accordance with subsection 3.3(b)(iv). The Purchaser shall pay for all such costs in excess of $150,000.
Representation and Warranty Insurance. The Purchaser shall have received representation and warranty insurance in an amount customary of a transaction of this size.
Representation and Warranty Insurance. (a) GNL and Advisor Parent shall use their respective reasonable best efforts to take, or cause to be taken, all actions necessary for GNL to obtain by the Closing Date a fully bound representation and warranty insurance policy with a maximum coverage limit of $37,500,000 (the “RWI Policy”). Advisor Parent and the Target LLCs shall, and shall cause the other Advisor Parties to, and shall request the Advisor Parties’ Representatives to, provide all cooperation reasonably requested by GNL in connection with the arrangement and obtaining of the RWI Policy, and GNL shall keep Advisor Parent reasonably informed of the status of its efforts to arrange and obtain the RWI Policy.
(b) All of the fees, costs and expenses (including, without limitation, premiums, diligence fees, and broker fees, but expressly excluding the fees and expenses of counsel for GNL. RTL or Advisor Parent) required to be paid in connection with placing the RWI Policy shall be borne fifty percent (50%) by GNL and fifty percent (50%) by Advisor Parent.
(c) If the RWI Policy is bound, then Advisor Parent’s obligations pursuant to Article 7 shall be modified as follows:
(i) Other than with respect to Advisor Fundamental Representations and Excluded Matters, (1) Advisor Parent’s obligations pursuant to Section 7.1(a) shall terminate, provided, however, that if GNL successfully makes a claim under the RWI Policy and collects proceeds under the RWI Policy, Advisor Parent shall promptly pay to GNL an amount equal to the retention under the RWI Policy and (2) for the avoidance of doubt, except with respect to the payment of the retention as contemplated by clause 1, GNL’s sole and exclusive remedy for a breach of any representation or warranty made by Advisor Parent or the Target LLCs contained in Article 3 of this Agreement (other than with respect to the Advisor Fundamental Representations and Excluded Matters) shall be recovery against the RWI Policy;
(ii) With respect to Advisor Fundamental Representations, Advisor Parent’s obligations pursuant to Section 7.1(a) shall remain unchanged; provided, however, that (1) GNL shall be required to seek recovery under the RWI Policy prior to seeking recovery from Advisor Parent; (2) the Overall Cap shall be reduced by amounts actually recovered by GNL under the RWI Policy; and (3) for, the avoidance of doubt to the extent the RWI Policy limit has been exhausted, GNL shall only be able to recover Losses pursuant to Section 7.1(a) with respect to breaches of...
Representation and Warranty Insurance. All of the conditions to the issuance of the R&W Insurance Policy shall have been satisfied and the “binder” with respect to the R&W Insurance Policy shall remain in full force and effect.
Representation and Warranty Insurance. The R&W Insurance Policy is being conditionally bound as of the date hereof. Upon the Closing, subject to the satisfaction of the conditions set forth in the binder to the R&W Insurance Policy, Parent Group shall cause that the R&W Insurance Policy (on terms and conditions materially consistent with the copy of the R&W Insurance Policy that has been provided to the Shareholders’ Representative) shall be in full force and effect.
Representation and Warranty Insurance. The Buyer shall obtain the Representation and Warranty Policy and, in connection therewith, procure the insurer’s agreement to exclude any provision therefrom providing for subrogation against the Sellers except in the case of fraud. The Buyer shall provide a copy of any such Representation and Warranty Policy that it obtains to the Sellers’ Representative.
Representation and Warranty Insurance. The Buyer-Side Representations and Warranties Insurance Policy offered by AIG Specialty Insurance Company (Policy Number 24201285) (the “Representation and Warranty Policy”) shall have been issued, and coverage thereunder shall be in effect, in accordance with the terms set forth in such insurance policies, or Buyers shall have received assurance reasonably acceptable to Buyers that such issuance and effectiveness shall take effect in connection with the Closing; provided, that the condition shall be deemed satisfied, if (i) any failure by the Buyers to pay when due their portion of the premium under the Representation and Warranty Policy, or (ii) any other breach by the Buyers of their obligations in Section 4.19 shall have proximately caused the Representation and Warranty Policy to not have been issued.
Representation and Warranty Insurance. Buyer covenants and agrees that any R&W Insurance Policy, if any, obtained by Buyer in connection with this Agreement shall expressly require the Insurer to waive any right of subrogation against each Seller, except in cases of fraud.
Representation and Warranty Insurance. Following the Effective Date, the Buyer Parties shall use commercially reasonable efforts to take, or cause to be taken, all reasonable actions and do, or cause to be done, all things reasonably necessary, proper or advisable in compliance with applicable Law to cause the R&W Insurance Policy to remain in full force and effect. From and after the Closing, Buyer shall maintain the R&W Insurance Policy in full force and effect for its term and shall not (and shall cause their respective Affiliates not to) amend, modify, terminate or waive the waiver of subrogation, without the prior written consent of the Seller Parent.
