Representations and Warranties Insurance Policy. (a) The Purchaser has purchased for its benefit a representations and warranties insurance policy (the R&W Insurance Policy), and except as otherwise set forth in this Article X, the R&W Insurance Policy shall provide Purchaser’s sole and exclusive recourse with respect to Losses suffered or incurred from claims of breaches of representations and warranties arising under this Agreement. All premiums and underwriting and due diligence fees for the R&W Insurance Policy shall be borne by the Purchaser.
(b) The Purchaser shall cause the R&W Insurance Policy to provide that the insurer with respect to such R&W Insurance Policy will not, other than in instances of Fraud by the Sellers, be entitled to subrogation or assignment of rights of recovery against the Sellers, and the Purchaser shall not cause or permit the R&W Insurance Policy to be amended or modified such that the insurer with respect to such R&W Insurance Policy would be entitled to subrogation or assignment of rights of recovery against the Sellers, other than in instances of Fraud. The Purchaser shall not subrogate or assign rights of recovery against the Sellers to such insurer and shall use its commercially reasonable efforts to cause such insurer to waive all rights of recovery from or subrogation against the Sellers, other than in instances of Fraud by the Sellers. The R&W Insurance Policy shall be specifically endorsed to provide such waiver.
Representations and Warranties Insurance Policy. No failure of Purchaser to obtain the Representations and Warranties Insurance Policy, and no cancellation, termination, amendment, waiver or other modification of the Representation and Warranties Insurance Policy, shall in any way increase any rights of Purchaser, increase any obligations of Seller, or modify or affect in any way any limitations set forth in this Agreement or arising in connection with the transactions contemplated hereby. If the Purchaser obtains the Representations and Warranties Insurance Policy, such Representations and Warranties Insurance Policy shall contain a complete waiver of the right to subrogation against the Seller and its Affiliates and neither the Purchaser nor its Affiliates shall amend the Representations and Warranties Insurance Policy in any manner that effects such waiver without the prior written consent of the Seller, which consent may be withheld at its sole and absolute discretion.
Representations and Warranties Insurance Policy. On or prior to the Closing Date, Purchaser shall obtain an insurance policy with respect to the representations and warranties of the Acquired Companies and Sellers under this Agreement (the “R&W Policy”). Purchaser shall provide a copy of the R&W Policy to Sellers’ Representative at least five (5) Business Days prior to the Closing Date. All premiums and fees due over the duration of the R&W Policy shall be fully paid at or shortly following the Closing by Purchaser. Purchaser shall cause the R&W Policy to expressly provide by endorsement that the policy provider, whether by its own right or through the right of the insured, shall not have the right to, expressly waives, and will not pursue any subrogation rights or contribution rights or any other claims against Sellers or any of their Affiliates, other than for Actual Fraud in connection with any claim made by any Purchaser Party thereunder, and that such provision of the insurance policy may not be amended in a manner adverse to Sellers without the prior written consent of Sellers.
Representations and Warranties Insurance Policy. Within five (5) Business Days after the date of this Agreement, the Company shall take all actions necessary to cause the issuance of and delivery to the Parent of the final, executed seller-side representations and warranties insurance policy with respect to the Frozen Fruit Asset Purchase Agreement, in form and substance satisfactory to Parent, contemplated by an insurance binder issued by QBE Specialty Insurance Company on October 25, 2017 (the “R&W Policy”).
Representations and Warranties Insurance Policy. In connection with the Closing, a buyer-side representations and warranties insurance policy (the “R&W Policy”) will be purchased for the benefit of Buyer (a) with a retention amount of 1.25% and a policy limit of $5,000,000 and (b) that provides coverage for (i) breaches of representations and warranties of Seller (other than the Fundamental Representations) for a period of three years, and (ii) breaches of Fundamental Representations and Retained Taxes for a period of six years. Buyer shall make a one-time payment for premiums, underwriting and due diligence fees for the R&W Policy.
Representations and Warranties Insurance Policy. Prior to or upon Closing, Buyer shall obtain a representations and warranties insurance policy in connection with this Agreement (the “R&W Insurance Policy”) on terms and conditions acceptable to Buyer, and certify to Sellers that such policy has been bound as of the Closing Date. Buyer shall pay one-half, and Sellers shall pay one-half, the cost of the R&W Insurance Policy. In connection with the R&W Insurance Policy, the Sellers, the Seller Representative and the Company shall provide such reasonable cooperation to Buyer and the applicable insurance provider as reasonably requested by Buyer and such insurance provider in connection with obtaining such R&W Insurance Policy. Following the Closing, the Sellers and the Seller Representative shall provide reasonable cooperation to Buyer, the applicable insurance provider and the Company in connection with pursuing claims under such policy if requested by Buyer or the applicable insurance provider.
Representations and Warranties Insurance Policy. In connection with the Closing, a buyer-side representations and warranties insurance policy (the “R&W Insurance Policy”) may be purchased by Parent. Parent shall be responsible for paying for paying 100% of the costs and expenses relating to the R&W Insurance Policy.
Representations and Warranties Insurance Policy. Attached as Exhibit F is a true and complete copy of the Representations and Warranties Insurance Policy. Buyer shall take such actions as are required following the date of this Agreement to ensure that the Representations and Warranties Insurance Policy remains bound. Buyer agrees not to make, enter into or consent to, any amendment to the Representations and Warranties Insurance Policy that would materially
Representations and Warranties Insurance Policy. The Purchaser shall obtain the R&W Policy with respect to the representations and warranties of the Company in this Agreement in an amount to be agreed upon by the parties, and on terms reasonably acceptable to the parties, including that (i) the insurer shall have no, and shall waive and not pursue any and all subrogation rights against the Sellers except for fraud by the Sellers or the Company; (ii) the Sellers and the Purchasers are intended third party beneficiaries of such waiver; and (iii) neither party shall amend the R&W Policy in any manner adverse to the other party (including with respect to the subrogation provisions or the exclusion provisions) without the party’s prior written consent, which shall not be unreasonably withheld. All costs and expenses and other amounts incurred in connection with the R&W Policy, whether incurred prior to or after the Closing, shall be paid by the Purchaser.
Representations and Warranties Insurance Policy. “Representations and Warranties Insurance Policy” shall have the meaning set forth in Section 7.10 hereof.
