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. 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. 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. 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
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. 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. Section 4.16
Representation and Warranty Policy. Neither Purchaser nor any of its Affiliates shall amend, waive or otherwise modify the Representation and Warranty Policy in any manner without the prior written consent of the Securityholder Representative that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any claim, action or proceeding against any Securityholder or any of their Affiliates or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of or related to this Agreement or any Related Document, except as expressly set forth in the Representation and Warranty Policy on the date hereof with respect to claims for Fraud. Prior to the execution of this Agreement, Xxxxxxxxx has provided the Securityholder Representative with a true, complete and correct copy of the Representation and Warranty Policy, and prior to the Closing, Purchaser will provide the Securityholder Representative with a bound copy of such Representation and Warranty Policy.
Representation and Warranty Policy. (a) Buyer has obtained a transaction liability insurance policy (the “R&W Policy”) from Euclid Transactional, LLC, in form and substance previously approved by Seller, insuring Buyer for any and all Damages, in excess of the Indemnity Escrow Amount, resulting from any breach or inaccuracy of any representation and warranty of Seller or Owners hereunder, the premium of which will be paid in accordance with Section 10.1 and the R&W Policy does not permit claims of subrogation against Seller or Owners.
(b) Buyer has carefully reviewed the R&W Policy and understands its contents, terms and limits.
(c) Damages suffered or incurred by any Buyer Indemnified Persons will be recoverable solely from the applicable sources, and in accordance with the applicable order of priority, set forth in Section 8.2(d), and the Buyer Indemnified Persons hereby acknowledge and agree that: (i) other than with respect to the Seller Fundamental Representations and claims arising out of intentional fraud or criminal or willful misconduct, no Damages under Section 8.3(a) in excess of the Cap will be recoverable from Seller or any of the Owners; and (ii) the liability of Seller or any Owner to the Buyer Indemnified Persons for Damages under any other provision of Section 8.3 (or otherwise relating to the transactions contemplated by this Agreement) will be subject to the limitations set forth in this Agreement (as applicable).
(d) Any Damages recoverable by a Buyer Indemnified Persons pursuant to the terms and subject to the limitations set forth in this Agreement (including the Deductible, the Cap and the Gross Consideration Cap described in Section 8.5, as applicable) will be recovered subject to, and in accordance with, the following:
(i) with respect to any Damages under Section 8.3(a), and except for claims arising out of intentional fraud, such Damages will be recovered: (1) first, from the Indemnity Escrow Funds (and Buyer and the Seller will execute the necessary documents instructing the Escrow Agent to make the applicable payments in accordance with the Escrow Agreement, subject to the terms and conditions of this Agreement and the Escrow Agreement); (2) second, from claims for recovery under the R&W Policy (to the extent such recovery is available under and within the scope of the R&W Policy); and (3) third, solely with respect to breaches of Fundamental Representations, in cash from the Seller or Owners, jointly and severally;
(ii) with respect to any Damages under any prov...
Representation and Warranty Policy. Exhibit A sets forth a true and correct copy of the Representation and Warranty Policy, which is in full force and effect as of the date hereof.
Representation and Warranty Policy. Concurrently with the execution and delivery of this Agreement by Buyer, Buyer has conditionally bound a transaction representation and warranties insurance policy in the form attached hereto as Exhibit D (the “R&W Policy”).
