Representation and Warranty Insurance Policy. Seller acknowledges that Buyer is entering into the Representation and Warranty Insurance Policy and that, in connection therewith, a Buyer Indemnified Party may make claims for the same Loss or series of related Losses under both this Article 8 and the Representation and Warranty Insurance Policy; provided, that in no event may a Buyer Indemnified Party recover amounts from Seller and pursuant to the Representation and Warranty Insurance Policy aggregating an amount in excess of its Losses with respect to such claim, and any such excess amounts received by any such Buyer Indemnified Party shall promptly be paid over to Seller in accordance with Section 8.04(c). Seller further acknowledges and agrees that the denial of any claim by any Buyer Indemnified Party under the Representation and Warranty Insurance Policy shall not be construed as, or used as evidence that, such Buyer Indemnified Party is not entitled to indemnification under this Article 8.
Representation and Warranty Insurance Policy. Purchaser has provided the Company with a final copy of the buyer-side representations and warranties insurance policy to be obtained by Purchaser and issued in the name of Purchaser in connection with this Agreement (collectively, with the binder agreement associated therewith, the “R&W Insurance Policy”). The R&W Insurance Policy, in the form provided to Purchaser, will be bound on the date of this Agreement. Except in the case of Fraud, the R&W Insurance Policy shall at all times provide that the insurer(s) thereunder (including any underwriting representative or agents thereof) expressly exclude any subrogation rights in favor of any party against the Equityholders and their respective Affiliates, and any of their past, present or future direct or indirect parents, shareholders, equityholders, members, directors, officers, partners or employees and Representatives (or the functional equivalent of any such position) (the “Equityholder Related Parties”) arising out of, as a result of, or related to this Agreement, or the negotiation, execution or performance of this Agreement. From and after the binding of the R&W Insurance Policy, Purchaser shall not, and shall cause its Affiliates, Representatives and the Purchaser Indemnified Parties not to, procure, or amend, waive or otherwise modify the R&W Insurance Policy in any manner materially adverse to any Non-Recourse Party or Equityholder Indemnifying Party, including in connection with the provisions as required by this Section 6.13. Purchaser will not novate, or otherwise assign its rights under the R&W Insurance Policy (or do anything which has similar effect); provided, that, Purchaser shall have an absolute right, without having to obtain any Non-Recourse Party’s or Equityholder Related Party’s prior written approval, to assign its rights under the R&W Insurance Policy, in whole or in part, at any time to an Affiliate of the Purchaser or to any successor to Purchaser or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) by merger, consolidation or reorganization so long as such assignment does not adversely impact any Non-Recourse Party or Equityholder Related Party. Purchaser shall use reasonable best efforts to cause the R&W Insurance Policy to remain in full force and effect after Closing, including (a) complying with and maintaining the R&W Insurance Policy in full force and effect, (b) timely paying or causing to be timely paid, all fees and expenses required...
Representation and Warranty Insurance Policy. (a) Buyer and the Sellers acknowledge that Buyer is obtaining the Representation and Warranty Insurance Policy for purposes of certain coverage of Losses related this Agreement. Nothing in this Agreement shall limit the right of Buyer or its Affiliates (including, following Closing, the Company Group) to make claims against the Representation and Warranty Insurance Policy. For purposes of clarity, as between Buyer or its Affiliates (including, following Closing, the Company Group), on the one hand, and the insurer under the Representation and Warranty Insurance Policy, on the other hand, none of the terms, limitations, conditions and restrictions on claims set forth in this Article XI or elsewhere in this Agreement shall affect the rights of Buyer and its Affiliates (including, following Closing, the Company Group) under the Representation and Warranty Insurance Policy, which rights shall be governed solely thereby.
Representation and Warranty Insurance Policy. (a) Buyer shall obtain and irrevocably bind coverage on the date hereof under the RWI Policy. Buyer shall not amend, waive or otherwise modify the RWI Policy in any manner that would adversely affect the Shareholders without the consent of the Shareholder Representative including increasing the aggregate amount of the RWI Premium. Buyer shall pay fifty percent (50%) of the RWI Premium and the Shareholders shall pay the other fifty percent (50%) of the RWI Premium, it being understood and agreed that the Shareholders’ portion of the RWI Premium shall be deducted from the Estimated Merger Consideration and the Final Merger Consideration as a Transaction Expense. The RWI Policy shall include (i) the insurer thereunder expressly waiving, and agreeing not to pursue, directly or indirectly, any subrogation rights against any Holder (or any direct or indirect past or present shareholder, member, partner, employee, director or officer (or the functional equivalent of any such position) of any Holder) with respect to any claim made by any insured thereunder, except in the case of Fraud and (ii) the insurer thereunder expressly agreeing that Buyer and its Affiliates shall have no obligation to pursue any claim against any Holder (or any direct or indirect past or present shareholder, member, partner, employee, director or officer (or the functional equivalent of any such position) of any Holder) in connection with an loss, liability or damage covered by the RWI Policy, and shall not be amended and/or modified in any manner adverse to the Holders unless approved in writing by the Shareholder Representative.
Representation and Warranty Insurance Policy. (a) Prior to the Effective Date, Purchaser has obtained a binding commitment for a representations and warranties insurance policy (together with any related excess policies, the “R&W Insurance Policy”) for the benefit of Purchaser by one or more insurance carriers selected by Purchaser (“R&W Insurer”), which binding commitment is attached hereto as Exhibit U to insure the Purchaser Indemnified Parties against certain Losses resulting from a breach of the representations and warranties of Seller set forth in this Agreement and/or the Closing Documents (“
Representation and Warranty Insurance Policy. (a) Subject to the reimbursement obligations of Seller in the immediately following sentence, Purchaser, on behalf of itself and each other Purchaser Indemnified Persons, hereby acknowledges and agrees that, except in the case of intentional fraud, Purchaser shall have no recourse against Seller for any and all Damages of any kind related to or arising under the Seller Representations, except the Fundamental Representations and Seller shall have no liability to any Purchaser Indemnified Person for any claims and/or Damages of any kind related to or arising out of the Seller Representations, except the Fundamental Representations. Purchaser, on behalf of itself and each other Purchaser Indemnified Persons, hereby further acknowledges and agrees that the provisions of this Section 9.8 shall apply and shall remain in full force and effect regardless of whether (i) Purchaser obtains at or following the Closing, or maintains following the Closing, the Representation and Warranty Insurance Policy; (ii) the Representation and Warranty Insurance Policy is, for any reason, terminated, revoked, cancelled, exhausted, modified, amended or otherwise altered in any form; or (iii) any claim is made by a Purchaser Indemnified Person under the Representation and Warranty Insurance Policy and such claim is denied by the Insurer.
Representation and Warranty Insurance Policy. (a) The Parties will cooperate and use their respective commercially reasonable efforts to cause the Policy to be issued to Purchaser Party on or prior to the Closing Date. Without limiting the foregoing, Purchaser and Purchaser Party will each use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain and to consummate the issuance of the Policy on the terms and conditions described in the Binder Agreement, including using its commercially reasonable efforts to (i) maintain in effect the Binder Agreement, (ii) satisfy on a timely basis all conditions applicable to Purchaser and Purchaser Party contained in the Binder Agreement, including participation in the Insurer’s “bring down” diligence review and the payment of the Policy Premium and any other amounts required as a condition to the issuance of the Policy, (iii) upon the satisfaction or waiver of such conditions, consummate the issuance of the Policy on or prior to the Closing Date, (iv) comply with its obligations under the Binder Agreement, and (v) fully enforce its rights under the Binder Agreement in the event of any failure by the Insurer to issue the Policy.
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Representation and Warranty Insurance Policy. As of the date hereof, the Representation and Warranty Insurance Policy is in full force and effect and has not been amended or modified in any manner from the form attached hereto. Buyer has fully paid (or caused to be paid) any and all policy fees, premiums, and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Representation and Warranty Insurance Policy. 4.9
Representation and Warranty Insurance Policy. At or prior to the Closing, Buyer shall pay the final premium and all other fees or costs associated with the Representation and Warranty Insurance Policy. Buyer acknowledges and agrees that the Representation and Warranty Insurance Policy shall not be amended or modified from that set forth on Annex C adversely to the Sellers without the prior written consent of the Sellers in their sole discretion. The Representation and Warranty Insurance Policy shall provide that neither Buyer nor the insurance carriers shall have any rights of subrogation with respect to any Seller or any of their Affiliates, except in connection with Fraud.
