R&W Insurance Sample Clauses
R&W Insurance. During the Interim Period, Acquiror may (but shall not be required to) obtain a buyer-side representations and warranties insurance policy with respect to the representations and warranties of the Company, in the name of and for the benefit of Pubco (the “R&W Policy”), which the Acquiror shall give the Company and its Representatives a reasonable opportunity to review and must be reasonably satisfactory to the Company. The Company will use commercially reasonable efforts to provide to Acquiror, during the Interim Period, reasonable assistance as is reasonably required so as to permit the binding and issuance of the R&W Policy at or prior to the Closing, including the execution and delivery of such no-claims declarations as is reasonably necessary (with such exceptions as deemed necessary by the Company) in connection with the issuance of the R&W Policy; provided that any such no-claims declaration given by an officer of the Company shall only be required to be given in such individuals’ capacity as an officer of the Company, and not in any individual capacity; provided further that the failure to deliver any no-claims declaration or breach of the covenants set forth in this Section 7.09, shall not constitute a failure of the condition set forth in Section 10.02(b) to be satisfied. If obtained by Acquiror, the R&W Policy shall provide that (i) the insurer or a Person claiming through the insurer shall have no, and shall waive and not pursue any and all, subrogation rights against the Company (including any successor entities) or any of its (including any successor entities) Affiliates (including any Pre-Closing Holder) with respect to any claim made by any insured thereunder (except against such Person to the extent a claim is paid by the insurer under the R&W Policy as a direct result of such Person’s Fraud); (ii) the Company (including any successor entities) is a third-party beneficiary of such waiver with the express right to enforce such waiver; and (iii) no Person shall amend the R&W Policy in a manner adverse to the Company (including any successor entities) or any of its Affiliates (including any Pre-Closing Holder) (including, for the avoidance of doubt, to provide that the insurer or any other Person may bring a claim against the Company (including any successor entity) or its Affiliates (including any Pre-Closing Holder) by way of subrogation (except as a direct result of such Person’s Fraud)), without the Company’s prior written consent. All rea...
R&W Insurance. Parent shall secure a representation and warranties insurance policy (the “R&W Insurance Policy”) to be effective as of the Closing Date, and the Company shall bear one-half of the costs associated with procuring such R&W Insurance Policy. As a condition and inducement to the Company to enter into this Agreement, contemporaneously with the execution and delivery of this Agreement, Parent and Euclid Transactional, LLC will enter into the binder agreement in the form attached hereto as Exhibit E (the “Binder Agreement”), providing the terms of the R&W Insurance Policy that will be effective at the Closing, subject to only the conditions set forth in the Binder Agreement. During the term of the R&W Insurance Policy, Parent (i) shall, and shall cause the Company and the Subsidiaries or an appropriate Affiliate of Parent to maintain the R&W Insurance Policy in full force and effect and (ii) shall not, and shall not permit the Company or any of the Subsidiaries or an Affiliate of Parent to, amend, repeal or take other action that would modify any provision of the R&W Insurance Policy that would materially adversely affect or could materially adversely affect the Securityholders without the Securityholders’ Representative’s prior express written consent (such consent not to be unreasonably withheld, conditioned or delayed). The R&W Insurance Policy shall contain an express waiver of subrogation rights against the Company and the Securityholders, except as set forth in Section VIII.B(i)(y) of the Buyer-Side Representations and Warranties Insurance Policy attached to the Binder Agreement.
R&W Insurance. The Buyer shall have obtained the R&W Insurance Policy (without regard to clauses (ii) and (iii) in the definition thereof); provided that the foregoing condition precedent that the Buyer shall have obtained the R&W Insurance Policy (without regard to clauses (ii) and (iii) in the definition thereof) shall be deemed waived by Company in the event the Company has breached Section 5.12 in any material respect. 56 NY\7370590.17
R&W Insurance. Purchaser shall maintain the R&W Insurance Policy in full force and effect and shall not modify, amend or waive the R&W Insurance Policy in any manner adverse to Seller, the Selling Subsidiaries or the Transferred Subsidiaries. Purchaser shall promptly notify Seller of any changes to the R&W Insurance Policy. Subject to Section 10.7, Purchaser shall pay the premium and any other fees and expenses payable to the insurer under the R&W Insurance Policy on or prior to Closing.
R&W Insurance. Purchaser has obtained a conditional binder for the R&W Insurance Policy, attached hereto as Exhibit C, and Purchaser acknowledges that a true, correct and complete copy of such conditional binder has been provided to Seller. The R&W Insurance Policy provides that the Insurer shall not be entitled to exercise, and shall waive and not pursue any and all, subrogation rights against Seller except to the extent that Seller committed Fraud; Seller shall be a third party beneficiary of such provision. Except as set forth in the immediately preceding sentence, Seller shall have no liability to the Insurer under the binder or the R&W Insurance Policy. Following the date hereof, Purchaser shall not amend the subrogation provisions, policy term, retention amount or coverage amount of the R&W Insurance Policy in any manner reasonably believed to be adverse to Seller without Seller’s prior written consent. Prior to the Closing, Purchaser shall take all action necessary to obtain and bind as of the Closing, and shall obtain and bind as of the Closing, the R&W Insurance Policy. Purchaser shall pay 100% of the total cost attributable to the placement of the R&W Insurance Policy, including premium, underwriting fees, broker fees and commissions, Taxes and all other fees and expenses related thereto.
R&W Insurance. If Parent elects to obtain a R&W Insurance Policy, the Company shall, and shall cause its officers, directors, employees or agents to, reasonably cooperate with Parent and the R&W Insurer and any of their respective Affiliates or representatives in connection with the issuance of the R&W Insurance Policy, including, but not limited to, providing all documents and information reasonably requested by the R&W Insurer, its Affiliates or any of its or their respective representatives or required for the issuance of the R&W Insurance Policy.
R&W Insurance. On or prior to the Closing, Buyer shall procure a buyer-side representation and warranty insurance policy, which provides coverage for the benefit of Buyer or its designee as the named insured for breaches of any of the representations and warranties of Sellers set forth in Article 2 (the “R&W Insurance Policy”), at Buyer’s sole cost and expense (including with respect to the premium, broker fee, underwriting fee, due diligence fee, carrier commissions, legal fees for counsel engaged by the underwriter and surplus lines taxes and fees). Any such R&W Insurance Policy shall include a customary waiver of subrogation rights against Sellers or their Affiliates or any former or current Representatives of Sellers or their Affiliates in connection with this Agreement and the transactions contemplated hereby with respect to any claim made by an insured thereunder, except in the case of Fraud in connection with this Agreement. Buyer shall not waive, amend or modify such subrogation provision, or allow such subrogation provision to be waived, amended or modified, without the prior written consent of Sellers. Prior to Closing, Sellers shall reasonably cooperate with Buyer and use reasonable best efforts with respect to any reasonable requests made by Buyer in connection with Buyer’s procurement of the R&W Insurance Policy, including responding to and facilitating any additional reasonable diligence investigation and providing to Buyer and its Representatives, as well as the applicable insurers, any additional diligence information reasonably requested in connection with binding such policy on or prior to the Closing and/or removing and/or limiting any exclusions under the R&W Insurance Policy.
R&W Insurance. Great American E&S Insurance Company, as insurer (the “R&W Insurer”), has bound, the R&W Insurance Policy for Purchaser’s benefit as of the Closing, as described in Section 5.15.
R&W Insurance. Acquiror has provided evidence satisfactory to the Company that the R&W Insurance Policy will be bound at signing of this Agreement. Acquiror shall not agree to amend the R&W Insurance Policy in a manner that permits the insurer to pursue any subrogation rights against an Indemnified Person or any holder of Units, other than as permitted pursuant to 8(a) of the R&W Insurance Policy. Acquiror shall pay, or cause to be paid when due, the premiums, the mitigation loss fee, and the surplus line Taxes payable in connection with the R&W Insurance Policy, whether due prior to or after the Effective Time.
R&W Insurance. Buyer agrees to not seek to make, enter into or consent to, any amendment to the R&W Insurance following the Closing without the Shareholders’ Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, except for ordinary course amendments that do not adversely affect Sellers’ rights under this Agreement.