Representation and Warranty Policy. The Group Companies shall use commercially reasonable efforts to cooperate with Buyer in connection with Xxxxx’s procurement of the R&W Insurance Policy, including responding to reasonable requests for information from the underwriter necessary to obtain the R&W Insurance Policy and no later than ten (10) Business Days following the Closing, Seller shall deliver to Buyer three (3) digital USB copies of all contents of the Electronic Data Room (or such other electronic method as agreed by Buyer and Seller), as of the day that is one (1) day preceding the Closing Date (which shall include, for the avoidance of doubt, all contents that were located in, or uploaded to, the Electronic Data Room at any time prior to the Closing). The premium payable to the underwriters in respect of the R&W Insurance Policy, and all other expenses, fees, costs or deductibles associated therewith, shall be borne by Buyer. Xxxxx agrees to not amend the R&W Insurance Policy following the Closing in a manner that would materially and adversely affect the rights of Seller or Seller’s Affiliates set forth herein without the prior written consent of Seller. Buyer shall cause the R&W Insurance Policy to expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights against Seller, Seller’s Affiliates or any of its direct or indirect equity holders in connection with any claim made by Buyer or any of its Affiliates thereunder, except in the case of Actual Fraud.
Representation and Warranty Policy. The Buyers shall not intentionally take any actions, or fail to take any actions, to cause the Representation and Warranty Policy to not become effective at Closing. The Sellers shall pay, promptly following the date hereof, $43,500 to AIG Specialty Insurance Company in respect of the “Deposit” payable under the Representation and Warranty Policy (as defined therein).
Representation and Warranty Policy. A buyer-side representation and warranty insurance policy underwritten by Euclid Transactional is being conditionally bound as of the date hereof (the “R&W Insurance Policy”). Parent agrees to comply in all material respects with all of its obligations under the R&W Insurance Policy. The R&W Insurance Policy shall include a provision whereby the insurer under the R&W Insurance Policy expressly waives, and agrees not to pursue, directly or indirectly, any subrogation rights against the Company, the Company Subsidiaries, the Equityholders, or any former or current equityholder(s), managers, members, directors, officers, employees, agents or representatives of any of the foregoing with respect to any claim made by an insured thereunder, except in the case of Fraud, which waiver and agreement the Equityholder Representative, on behalf of the Equityholders, may enforce directly against the insurer. Parent agrees to not seek to make, enter into or consent to, any amendment to the R&W Insurance Policy following the Closing that would materially and adversely affect the rights of the Equityholders (or the other Persons identified above in relation to the waiver of subrogation rights) hereunder without the prior written consent of the Equityholder Representative (such consent not to be unreasonably withheld, conditioned or delayed). The R&W Insurance Policy premium shall constitute Transaction Expenses; provided, however, that the R&W Insurance Policy shall not be required to have a limit of liability in excess of $15,000,000 of coverage.
Representation and Warranty Policy. Purchaser has obtained conditional binders for buyer-side representation and warranty insurance policies underwritten by ASQ Underwriting, CFC Underwriting Ltd. and Euclid Transactional, LLC (collectively, the “Representation and Warranty Policy”). The Representation and Warranty Policy shall provide that Travelers Excess and Surplus Lines Company shall waive any right of subrogation against the Sellers or any Affiliate of a Seller, or any past or present director, manager, officer, employee, stockholder, equity holder or partner (or, in each case, the functional equivalent thereof), of any of the foregoing (each, a “Specified Party”) in connection with this Agreement and the transactions contemplated hereby except for claims of Fraud against the actual perpetrator(s) of such Fraud; provided, however, that the Fraud of any person or entity shall not be imputed to any other person or entity for purposes of Section VIII.B(ii) of the Representation and Warranty Policy. The cost of the Representation and Warranty Policy and any fees, costs or deductibles associated therewith shall be borne solely by Purchaser. Purchaser agrees not to make, enter into or consent to, any amendment or waiver to the Representation and Warranty Policy following the Closing that would materially and adversely affect the rights or obligations of the Sellers or Specified Parties thereunder (including with respect Section VIII.B. thereof) without the prior written consent of the Sellers.
Representation and Warranty Policy. Buyer agrees not to alter, revise or otherwise waive any provision of the R&W Policy in a manner which would adversely impact the Sellers, without prior written consent of the Equityholder Representative. The Buyer represents and warrants to the Company that the material terms of the R&W Policy provided to the Company prior to the execution of this Agreement accurately reflect the corresponding material terms of the R&W Policy that will be conditionally bound in connection with, and on the same day as, the execution of this Agreement.
Representation and Warranty Policy. A Buyer-side representation and warranty insurance policy underwritten by Euclid Transactional, LLC is being conditionally bound as of the date hereof (the “R&W Insurance Policy”). Buyer has delivered to Seller a true and correct copy of such binder and R&W Insurance Policy as of the date hereof and will deliver the same to Seller as issued at Closing. The fees, cost and premiums that are required to be paid to the insurer thereunder for the full term of the R&W Insurance Policy shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller (in the form of a Seller Expense). Buyer will coordinate (and advance as necessary) the payment of all fees, costs and premiums required when due under the R&W Insurance Policy and will comply in all material respects with all of its obligations under the R&W Insurance Policy. Buyer shall take all commercially reasonable actions to cause the R&W Insurance Policy to be issued and effective at the Closing, with declarations in the R&W Insurance Policy that are in accordance with the comparable provisions of the binder to the R&W Insurance Policy provided to Seller. The R&W Insurance Policy shall include a provision whereby the insurer under the R&W Insurance Policy expressly waives, and agrees not to pursue, directly or indirectly, any subrogation rights against Seller or its Affiliates, or any former or current equityholder(s), managers, members, partners, directors, officers, employees, agents or Representatives of Seller or its Affiliates with respect to any claim made by an insured thereunder, subject to customary carve-outs. Buyer agrees to not seek to make, enter into or consent to, any amendment to the R&W Insurance Policy following the Closing that would adversely affect the rights of Seller thereunder (including but not limited to any amendment, modification or waiver with respect to the waiver of subrogation provision) without the prior written consent of Seller.
Representation and Warranty Policy. The parties acknowledge that, as of the date hereof, Purchaser has obtained the Representation and Warranty Policy. Purchaser shall not terminate, modify or amend the Representation and Warranty Policy in a manner that would be adverse to Parent or Seller without Parent’s or Seller’s, as applicable, prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Seller shall cause the Company and its Representatives, as applicable, to reasonably cooperate and assist Purchaser with obtaining the Representation and Warranty Policy, as reasonably requested by Purchaser. Purchaser shall cause the Representation and Warranty Policy to include a waiver of subrogation by the carrier/insurer such that the Representation and Warranty Policy will not permit subrogation by the carrier/insurer to any rights of Purchaser against Seller or its Affiliates, except with respect to any claim based on fraud (the “Subrogation Waiver”), and further Purchaser will not waive or permit the amendment of such Subrogation Waiver.
Representation and Warranty Policy. It is acknowledged and agreed that in connection with the execution and delivery of this Agreement, Xxxxx has obtained or will obtain substantially concurrently with the execution of this Agreement a buyer-side 50 representation and warranty insurance policy (the “R&W Insurance Policy”) insuring Buyer for losses due to breaches of representations and warranties of Sellers under Article II and Article III of this Agreement, and which R&W Insurance Policy provides that (i) except in the event of Fraud by any of the Seller Parties, the insurer has waived any right of subrogation against any of the Seller Parties in connection with this Agreement and the Purchase and Sale and (ii) the Seller Parties are express third-party beneficiaries of such waiver. The cost of the R&W Insurance Policy and any fees and costs associated therewith shall be borne solely by Buyer. Buyer (on behalf of itself and its Affiliates) agrees not to seek to make, enter into or consent to, any amendment, modification or waiver to the R&W Insurance Policy in a manner adverse to the Seller Parties without the prior written consent of Seller Parent. Attached as Annex G hereto is a true, correct and complete copy of the R&W Insurance Policy in the form attached to the binder for the R&W Insurance Policy issued as of the date hereof.
Representation and Warranty Policy. Simultaneous with the execution and delivery of this Agreement, Parent has delivered to the Company an accurate and complete copy of the Binder Agreement, dated of the date hereof (the “Binder Agreement”), by and between Parent and the R&W Insurer, reflecting the binding of coverage for the R&W Insurance Policy. After the Closing, Parent agrees that it will comply with the material terms of any post-Closing deliverables set out in the Binder Agreement for the issuance of the R&W Insurance Policy. Following the Closing, Parent shall not, without the Stockholder Representative’s prior written consent, terminate the R&W Insurance Policy or otherwise amend or modify the terms of the R&W Insurance Policy, in each case as would have an adverse effect to the Stockholders.
Representation and Warranty Policy. Buyer shall not consent to any amendment or modification to the subrogation provisions of the Representation and Warranty Policy applicable to Seller at any time after the Closing in a manner that would be reasonably expected to adversely impact Seller without the prior consent of Seller. All costs, fees, and expenses related to the Representation and Warranty Policy shall be borne 50% by the Seller and 50% by the Buyer.
