Common use of Representation and Warranty Insurance Clause in Contracts

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. If Buyer or any of its Affiliates procures a representation and warranty insurance policy (or other similar policy) (a “R&W Policy”), then (ia) such R&W Policy shall be at Buyer’s sole expense and (iib) Buyer shall cause such R&W Policy to expressly include a waiver by the insurer of any and all subrogation rights (except in against the case of Fraud) against any Seller, its Affiliates and their respective officers, directors and employeesemployees (each, a “Seller Related Party”), except in the case of Fraud by a Seller Related Party. Buyer shall cause each insured party under any such R&W Policy not to waive, amend, modify or otherwise revise amend 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 or any of the aforementioned persons without the prior written consent of such the Seller. Sellers The Seller shall reasonably cooperate with Buyer with respect to Buyer’s procurement of any such R&W Policy.

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, Seller and its Affiliates and their respective officers, directors and employeesemployees (other than arising from Fraud). 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 revised in a manner that is adverse to a Seller without the prior written consent of such Seller. Sellers Seller shall reasonably cooperate with Buyer with respect to Buyer’s procurement of any such R&W Policy.

Representation and Warranty Insurance. If Buyer or any of its Affiliates procures shall procure a representation and warranty insurance policy (or other similar policy) (a “R&W Policy”), then (i) such . 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, Seller and its Affiliates and their respective officers, directors and employeesemployees (other than arising from Fraud). 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 Seller shall reasonably cooperate with Buyer with respect to BuyerBxxxx’s procurement of any such R&W Policy.

Representation and Warranty Insurance. If Buyer Purchaser or any of its Affiliates procures a representation and warranty insurance policy (or other similar policy) (a “R&W Policy”), then (ia) such R&W Policy Policy, including the payment of any premiums due thereunder and the amount of any retention applicable thereto or other costs and expenses of such R&W Policy, shall be at BuyerPurchaser’s sole expense and (iib) Buyer Purchaser shall cause such R&W Policy to expressly include a waiver by the insurer of any and all subrogation rights (rights, except in the case of Fraud) fraud, against any Seller, Seller and its Affiliates and their respective officers, directors and employees. Buyer employees and Purchaser 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 revised without the prior written consent of such Seller. Sellers Seller shall reasonably cooperate with Buyer Purchaser (at Purchaser’s expense) with respect to BuyerPurchaser’s procurement of any such R&W Policy.

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, except in the event of Fraud by the Sellers. 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 or any of the aforementioned persons without the prior written consent of such Sellerthe Sellers. Sellers shall reasonably cooperate with Buyer with respect to Buyer’s procurement of any such R&W Policy.