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. 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.
Representation and Warranty Insurance Policy. In connection with the transactions contemplated hereby, Purchaser intends to obtain, and the Company shall, and shall cause each of its Subsidiaries to, reasonably cooperate with Purchaser prior to the Closing in order to obtain a purchaser-side representations and warranties insurance policy (the “Representation and Warranty Policy”) to provide additional coverage for Purchaser with respect to Losses suffered or incurred from claims under Section 9.2(a)(i) and Section 9.2(a)(iii) subject to the other provisions in Article 9 applicable to such Losses and claims; provided, that the failure by Purchaser to obtain such a Representation and Warranty Policy by the Closing shall not in any manner increase the liability of the Sellers or the Company otherwise applicable under the provisions in Article 9 hereof and, in the event of such failure to obtain the Representation and Warranty Policy, the cost of the insurance policy (or any portion thereof) shall not be considered a Sellers’ Transaction Expense.
Representation and Warranty Insurance Policy. Prior to the Closing, Purchaser may, at its option, purchase an insurance policy with respect to the representations and warranties of the Company and the Seller in this Agreement (the “RWI Policy”), which shall include a provision whereby the insurer under such RWI Policy expressly waives any subrogation rights (other than with respect to Fraud) against the Seller and any of its Affiliates with respect to any claim made by an insured thereunder, and which RWI Policy will take effect at the Closing in accordance with, and subject to, its terms. Prior to the Closing, the Company shall, and shall use reasonable best efforts to cause its Affiliates to, provide to Purchaser such cooperation reasonably requested by Purchaser that is necessary to obtain the RWI Policy. Purchaser shall pay the premium for such policy and regardless of whether the RWI Policy is ultimately bound, each party will bear the fees and expenses incurred by their respective advisors in connection with conducting the due diligence process, the review of documentation related to such RWI Policy, and other customary actions taken by Purchaser, the Company or their respective advisors in connection with securing the policy.
Representation and Warranty Insurance Policy. The Representation and Warranty Insurance Policy shall be in full force and effect in the form attached as Section 6.3(e) of the Disclosure Letter; provided that the obligations of Buyer to consummate the transactions contemplated hereby shall not be subject to the condition stated in this Section 6.3(e) if the failure of such condition to be satisfied is due solely to the failure by Buyer to use its best efforts to satisfy the conditions to effectiveness of the Representation and Warranty Insurance Policy that are within its reasonable control.
Representation and Warranty Insurance Policy. Seller and the Company acknowledge that Buyer is entering into the Representation and Warranty Insurance Policy and that, in connection therewith, a Buyer Indemnitee may make claims for the same Damages or series of related Damages under both this Article VII and the Representation and Warranty Insurance Policy. Seller and the Company further acknowledge and agree that the denial of any claim by any Buyer Indemnitee under the Representation and Warranty Insurance Policy shall not be construed as, or used as evidence that, such Buyer Indemnitee is not entitled to indemnification under this Article VII.
Representation and Warranty Insurance Policy. Buyer acknowledges and represents that, as of or shortly after the date of this Agreement, Buyer has or will have obtained a conditional binder to the Representation and Warranty Insurance Policy. Buyer shall not amend the Representation and Warranty Insurance Policy in any manner adverse to Seller without Seller’s express prior written consent. Without limiting the foregoing, Buyer shall cause the insurer under the Representation and Warranty Insurance Policy to expressly agree not to pursue, directly or indirectly, any subrogation rights against Seller (except in the event of Seller’s Fraud (which, for the avoidance of doubt, shall be defined in the Representation and Warranty Insurance Policy to have the same meaning as set forth in this Agreement and interpreted in accordance with Section 10.12(a))), and will not amend such waiver in the Representation and Warranty Insurance Policy in a manner that is adverse to Seller without Seller’s express prior written consent. Seller shall deliver a soft copy (e.g., thumb drive) of the contents of the Datasite as of the Closing to Buyer no later than ten (10) Business Days following the Closing Date. Seller shall, and shall cause the Company to, use commercially reasonable efforts to cause its and their respective representatives to, provide such cooperation and assistance as may be reasonably required by Buyer in connection with the arrangement of the Representation and Warranty Insurance Policy; provided, however, for the avoidance of doubt, (x) the issuance of the Representation and Warranty Insurance Policy is not a condition to Buyer’s obligation to consummation the transactions contemplated hereby and (y) any absence of coverage under the Representation and Warranty Insurance Policy for any reason, including due to exclusions from coverage thereunder or the failure of the Representation and Warranty Insurance Policy to be in full force and effect for any reason, will not expand, alter, amend, change or otherwise affect Seller’s obligations or liability under this Agreement.
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.
