Representations and Warranty Insurance. 77 Section 9.10
Representations and Warranty Insurance. The Purchased Company shall, and Sellers shall cause the Heartland Companies to, use commercially reasonable efforts to provide Buyer with all cooperation and assistance as is reasonably requested by Buyer in arranging and obtaining the R&W Insurance Policy. Section 9.11
Representations and Warranty Insurance. Parent shall cause the R&W Insurance Policy to be issued at the Closing (in accordance with the terms of the binder thereof) and remain in full force and effect thereafter, including: (a) complying with and maintaining the R&W Insurance Policy in full force and effect, (b) paying when due all premiums, fees, costs and taxes payable thereunder and (c) satisfying on a timely basis all conditions necessary for the issuance of or continuance of coverage under the R&W Insurance Policy. The R&W Insurance Policy shall not provide for any “seller retention” (as such phrase is commonly used in the representations and warranties insurance policy industry), and shall expressly waive any claims of subrogation (except in the case of Fraud by the Company in the making of the representations and warranties in Article III) against the Group Companies or their respective Affiliates or the Stockholders. Neither Parent nor its Affiliates shall terminate, cancel, amend, waive or otherwise modify the R&W Insurance Policy or any of the coverage thereunder in a manner that is materially adverse to the Stockholders prior to, at or at any time after, the Closing. The cost of the R&W Insurance Policy (including all premiums and excess lines taxes payable in connection therewith and any fees or expenses incurred by any insurance broker or underwriting insurance company in connection therewith) shall be borne by equally by the Parent and the Stockholders.
Representations and Warranty Insurance. The Purchased Company shall, and Sellers shall cause the Purchased Company to, use commercially reasonable efforts to provide Buyer with all cooperation and assistance as is reasonably requested by Buyer in arranging and obtaining the R&W Insurance Policy. Section 9.10
