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. 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. Buyer has obtained and bound a Representation and Warranty Insurance Policy. Buyer shall not amend the subrogation or third party beneficiary provisions contained in the Representation and Warranty Insurance Policy without the prior written consent of Seller; provided, that, in all events, the Representation and Warranty Insurance Policy shall provide that (a) except in the case of Fraud the insurer shall have no, and shall waive and not pursue any and all subrogation rights against Seller and its Affiliates; and (b) Seller and its Affiliates are third party beneficiaries of such waiver. Buyer shall pay or cause to be paid all costs and expenses related to the Representation and Warranty Insurance Policy, including the premium, underwriting fees, and surplus lines Taxes related to such policy.
Representation and Warranty Insurance Policy. Attached as Exhibit C is a true and complete copy of the Insurance Binder (the “R&W Binder”) for that certain primary Representation and Warranty Insurance Policy, Policy No. QPL-1549187 (the “R&W Policy”), issued by QBE Specialty Insurance Co. (the “R&W Insurer”), together with a true and complete copy of the form of R&W Policy attached thereto. The R&W Binder has been executed by Purchaser and the R&W Insurer and is, or will be as of the date hereof, bound and has not been cancelled or terminated, and the R&W Insurer has not provided written notice to Purchaser that it intends to cancel or terminate the R&W Policy. Purchaser is in compliance as of the date hereof with the applicable terms set forth in the R&W Binder.
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.
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.
(b) As between the Sellers and Buyer, and subject to the other provisions of this Article XI, Buyer bears all risk of (i) the insurer’s insolvency or its breach of the Representation and Warranty Insurance Policy, (ii) the failure of Buyer or its Affiliates to file notices of claims that are timely and sufficient under the Representation and Warranty Insurance Policy, or (iii) the insurer’s failure to make any payments to Buyer or its Affiliates under the Representation and Warranty Insurance Policy or other denial of coverage for any reason.
Representation and Warranty Insurance Policy. Concurrently with or following the Closing, Buyer may purchase the R&W Insurance Policy. The premium for the R&W Insurance Policy, along with the underwriting fee, broker’s commission and all applicable taxes thereon, shall be paid 100% by Buyer. If purchased, Buyer shall cause the R&W Insurance Policy to provide that, except for Fraud, there shall be no subrogation against Sellers for any claims made under the R&W Insurance Policy or any other policy provided by the Company in connection with the transactions contemplated by this Agreement.
Representation and Warranty Insurance Policy. The Representation and Warranty Insurance Policy shall be in full force and effect and in good standing, unamended at the Effective Date.
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Representation and Warranty Insurance Policy. The Acquiror will use reasonable best efforts to cause the Representation and Warranty Insurance Policy to be issued as soon as practicable after Closing.
