Common use of R&W Insurance Policy Clause in Contracts

R&W Insurance Policy. (a) Buyers have negotiated the R&W Insurance Policy. Immediately following the execution and delivery of this Agreement, Buyers shall bind coverage in respect of the R&W Insurance Policy to incept as of the execution and delivery of this Agreement and shall timely pay that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of the R&W Insurance Policy when due. Buyers shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required by the R&W Insurer in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance Policy. The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waives, and agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers or any of their Affiliates or representatives with respect to any claim made by any insured thereunder unless such claims were the result of fraud prior to the Closing by any Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, the R&W Insurance Policy. Buyers shall not take affirmative action to amend the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller without the consent of such Seller.

R&W Insurance Policy. Purchaser shall acquire, at or prior to the Closing, a transaction representations and warranties insurance policy with coverage (a) Buyers have negotiated such insurance policy, the “R&W Insurance Policy. Immediately following the execution and delivery of this Agreement, Buyers shall bind coverage in respect of the R&W Insurance Policy to incept as of the execution and delivery of this Agreement and shall timely pay that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of the R&W Insurance Policy when due. Buyers shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required by the R&W Insurer in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance Policy”). The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waives(a) name Purchaser as the insured, and agrees not to pursue(b) insure Purchaser for any breach, directly or indirectly, any subrogation rights against the Sellers or any failure to be true, of their Affiliates the representations and warranties given by Seller to Purchaser under this Agreement, (c) contain a waiver of subrogation by the insurer in favor of the Seller (except in instances of fraud) and (d) not have any partial cover, no cover or representatives with respect other coverage qualifications on the cover page thereof (except for exclusions set forth in such policy). Purchaser shall be responsible for the premium and for all other costs of procuring the R&W Insurance Policy other than the Seller Portion of the R&W Premium Amount. Seller shall undertake its commercially reasonable efforts as may be necessary or appropriate to any claim made by any insured thereunder unless such claims were enable Purchaser to procure the result of fraud R&W Insurance Policy at or prior to the Closing by on the terms set forth in this Section 6.19; provided, however, that Seller shall not be required to incur any additional expense associated therewith other than the Seller or any Portion of its Affiliates or representativesthe R&W Premium Amount. The Sellers shall use commercially reasonable efforts to assist From and cooperate with after the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, issuance of the R&W Insurance Policy. Buyers , Purchaser shall not take affirmative action to amend amend, modify or otherwise change, terminate or waive any provision of the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller without the consent of such in a manner adverse to Seller.

R&W Insurance Policy. (a) Buyers have negotiated Buyer and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related to the R&W Insurance Policy. Immediately , including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution and delivery of this Agreement, Buyers each of Buyer and Sapphire shall bind coverage in respect pay 50% of the R&W Insurance Policy to incept as of the execution required deposit fee and delivery of this Agreement and shall timely pay that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer all other out-of-pocket payments or fees necessary to bind and incept Buyer’s coverage under the R&W Insurance Policy. Buyers shall take Buyer will use commercially reasonable action efforts to pay take all such other necessary actions to bind Buyer’s coverage under the R&W Insurer Insurance Policy as promptly as practicable and in any event prior to the remainder of premium Principal Closing. Sellers shall provide, and all other costs required for issuance shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy when dueas may be reasonably requested by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyers shall take commercially Buyer will use reasonable action best efforts to execute and cause to be executed and delivered comply in all documents attached to material respects with all of its obligations under the R&W Insurance Policy or as otherwise may be required by and the binder relating thereto necessary to the binding of the R&W Insurer Insurance Policy. The Parties acknowledge and agree that the R&W Insurance Policy expressly provides (x) that the insurer(s) issuing the R&W Insurance Policy have waived any right of subrogation, claims for contribution or assignment or otherwise, against the Sellers, any of their respective Affiliates, or any past, present or future direct or indirect equityholder, member, manager, director, officer, partner, employee, Affiliate, agent, advisor or representative (or the functional equivalent of any such position) (the “Seller Related Persons”), except in connection with: the case of Fraud by any such Seller Related Person and (ay) binding coverage under that the terms Seller Related Persons are express third-party beneficiaries of such waiver. From and after the Closing, Buyer shall not (and shall cause its Affiliates not to) agree to any amendment, modification, variation, termination or waiver of the foregoing provisions of the R&W Insurance Policy on without Sapphire’s prior written consent. Buyer agrees to, and to cause its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphire, to minimize or eliminate any exclusions from coverage under the date of this Agreement and (b) issuing the final R&W Insurance Policy. The R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal”). Upon each Exclusion Removal, Exhibit K shall include a provision whereby insurer expressly irrevocably waives, be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers or any of their Affiliates or representatives with respect to any claim made by any insured thereunder unless such claims were the result of fraud prior to the Closing by any Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate that is consistent with the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, the R&W Insurance Policy. Buyers shall not take affirmative action to amend the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller without the consent of such SellerExclusion Removal.

R&W Insurance Policy. Purchaser shall use its reasonable best efforts to bind the R&W Insurance Policy at or prior to the Closing. Purchaser shall use reasonable best efforts to take all actions necessary to complete the applicable conditions in the conditional binder (aother than the condition that the Closing has occurred, to which this sentence does not apply) Buyers have negotiated to the R&W Insurance Policy within the times set forth therein to maintain the R&W Insurance Policy in full force and effect. Following the final issuance of the R&W Insurance Policy, Purchaser agrees to use reasonable best efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth therein. Immediately following the execution and delivery of this Agreement, Buyers Purchaser shall bind coverage in respect provide a copy of the R&W Insurance Policy to incept as of the execution and delivery of this Agreement and shall timely pay Seller upon request. Purchaser agrees that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of the R&W Insurance Policy when dueshall expressly exclude any right of subrogation against Seller and its Affiliates and their respective officers, directors and employees (except in the case of Fraud), and neither Purchaser nor its Affiliates shall amend or waive such subrogation provisions without Seller’s prior written consent. Buyers shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to The Parties acknowledge that Purchaser obtaining the R&W Insurance Policy or as otherwise may be required is a material inducement to Seller entering into the transactions contemplated by the R&W Insurer this Agreement, and Seller is relying on Purchaser’s covenants and obligations set forth in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance PolicySection 5.15(a). The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waives, and agrees may not be amended or waived by Purchaser or its Affiliates in any manner that is adverse to pursue, directly or indirectly, any subrogation rights against the Sellers or any of their Affiliates or representatives with respect to any claim made by any insured thereunder unless such claims were the result of fraud prior to the Closing by any Seller or any of its Affiliates without Seller’s prior written consent. At or representatives. The Sellers promptly following the Closing, Seller shall use commercially reasonable efforts deliver to assist Purchaser or its Representatives, as reasonably requested by Purchaser, a digital copy of all documents and cooperate with other information uploaded to the Buyers in connection with any claim virtual data room established by any Buyer under, or recovery by any Buyer with respect to, Seller and its Representatives and to which Purchaser and its Representatives have been granted access as part of their due diligence of the R&W Insurance Policy. Buyers shall not take affirmative action to amend transactions contemplated hereby (the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller without the consent of such Seller“Data Room”).

R&W Insurance Policy. (a) Buyers have negotiated On or before the Closing, Parent shall deposit with the Insurer the portion of the premium required under the terms of the R&W Insurance Policy. Immediately following Policy in order to bind the execution Insurer as of the Closing and delivery of this Agreement, Buyers shall bind coverage in respect of take any other actions necessary to cause the R&W Insurance Policy to incept as of the execution and delivery of this Agreement and Closing. Parent shall timely pay that portion of any premium and underwriting fee, in each case then due and payable, cause the R&W Insurance Policy to be issued promptly after the Closing. Prior to the R&W Insurer Closing, Parent shall pay or cause to bind be paid all of the costs and incept coverage under expenses related to the R&W Insurance Policy. Buyers shall , including, without limitation, the total premium, underwriting costs, brokerage commission, due diligence fees, Taxes related to such policy and other fees and expenses of such policy and take commercially reasonable action to pay the R&W Insurer the remainder of premium all steps and do all other costs actions that may be reasonably required for issuance of in order to ensure that the R&W Insurance Policy when due. Buyers shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to is issued on or before the R&W Insurance Policy or as otherwise may be required by the R&W Insurer in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance PolicyClosing Date. The R&W Insurance Policy shall include a provision whereby insurer be on customary terms and conditions (including, for the avoidance of doubt, (i) the Insurer expressly irrevocably waiveswaiving, and agrees agreeing not to pursue, directly or indirectly, except in the case of fraud by the Company in the making of representations and warranties in this Agreement, any subrogation rights against the Sellers Group Companies, any Seller or any of their Affiliates or representatives Seller’s equityholders with respect to any claim made by any insured thereunder unless such claims were and (ii) the result Insurer expressly agreeing that Parent and its Affiliates shall have no obligation to pursue any claim against the Group Companies or any Seller in connection with any Loss, liability or damage related thereto). Parent covenants and agrees to not cancel, redeem or take any action that would adversely affect the terms and conditions of the R&W Insurance Policy. Parent and its Affiliates will not (i) amend, waive or otherwise modify the R&W Insurance Policy in any manner that would allow the insurer thereunder or any other Person to, except in the case of fraud prior to by the Closing by Company in the making of representations and warranties in this Agreement, subrogate or otherwise make or bring any Seller action or proceedings against any Seller, any Seller’s equityholders, any Group Company or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with the Buyers in connection with any claim by past, present or future director, manager, officer, employee or advisor of any Buyer underSeller or Group Company based upon, arising out of, or recovery by related to this Agreement, or the negotiation, execution or performance of this Agreement or that would reasonably be likely to result in any Buyer with respect to, the R&W Insurance Policy. Buyers shall not take affirmative action to amend the subrogation such Person having any liability arising from any breach of any representation or third party beneficiary provisions contained warranty in this Agreement or any other Transaction Agreement or (ii) novate or otherwise assign its rights under such R&W Insurance Policy benefiting any Seller without the consent of such Seller(or do anything which has a similar effect).

R&W Insurance Policy. (a) Buyers have negotiated At Purchaser’s reasonable request, the Company and each Seller shall use commercially reasonable efforts to cooperate in good faith with Purchaser to obtain and bind the R&W Insurance Policy. Immediately following During the execution term of the R&W Insurance Policy, Purchaser (i) shall, and delivery shall cause the Surviving Company and their respective Affiliates, to maintain the R&W Insurance Policy in full force and effect and (ii) shall not and shall not permit the Surviving Company to (A) amend, restate, supplement, modify or alter the R&W Insurance Policy (or waive any terms thereof) in any manner that results or could reasonably be expected to result in any incremental liability to any Seller or any of this Agreementits shareholders, Buyers shall bind coverage trustees or beneficiaries and each of the heirs, executors, successors and permitted assigns of any of the foregoing without the prior written consent of the Seller Representative, (B) take any action or omit to take any action that would result in respect the cancellation, termination, amendment or modification of the R&W Insurance Policy to incept as or coverage thereunder other than by payment of claims thereunder, (C) permit the assignment, substitution or transfer of the execution and delivery rights or obligations of this Agreement and shall timely pay that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of the R&W Insurance Policy when due. Buyers shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or than as otherwise may be required allowed by the R&W Insurer in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on Policy. Buyer shall be responsible for 100% of the date retention costs and 100% of this Agreement the total premium, underwriting costs, brokerage commission, and (b) issuing Taxes related to the final R&W Insurance Policy. The parties hereto acknowledge and agree that the failure of Purchaser to obtain the R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waives, and agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers or any of their Affiliates or representatives with respect to any claim made by any insured thereunder unless such claims were the result of fraud prior to the Closing by any Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts and/or to assist and cooperate with the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, maintain the R&W Insurance Policy. Buyers Policy in accordance with this Section 6.5 shall not take affirmative action to amend in any manner increase or expand the subrogation liability of the Seller Indemnified Parties or third party beneficiary the Company otherwise applicable under the provisions contained in such R&W Insurance Policy benefiting any Seller without the consent of such SellerArticle 9.

R&W Insurance Policy. (a) Buyers have negotiated the R&W Insurance Policy. Immediately Promptly following the execution and delivery of this Agreement, Buyers shall bind coverage in respect of Sapphire will pay the R&W Insurance Policy to incept as of the execution required deposit fee and delivery of this Agreement all other out-of-pocket payments or fees, and shall timely pay that portion of any premium and underwriting fee, in each case then due and payableBuyer will take all such other necessary actions, to the R&W Insurer to bind and incept Buyer’s coverage under the R&W Insurance Policy. Buyers Sellers shall take commercially reasonable action provide, and shall cause their Affiliates to pay provide, such cooperation in connection with the R&W Insurer the remainder of premium and all other costs required for issuance arrangement of the R&W Insurance Policy when due. Buyers shall take commercially reasonable action as may be reasonably requested by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to execute and cause to be executed and delivered all documents attached to obtain the R&W Insurance Policy or as otherwise may be required by the R&W Insurer Policy. Buyer will use reasonable best efforts to comply in connection with: (a) binding coverage all material respects with all of its obligations under the terms of the R&W Insurance Policy on Policy/R&W Insurance Binder necessary to the date binding of this Agreement and (b) issuing the final R&W Insurance Policy. The parties shall use reasonable best efforts to procure that the R&W Insurance Policy provide that Berkshire Hathaway Specialty Insurance and other underwriters of the R&W Insurance Policies (the “R&W Insurers”) shall include a provision whereby insurer expressly irrevocably waives, and agrees not to pursue, directly or indirectly, any have no right of subrogation rights against the Sellers or any of their Affiliates or representatives with respect to Affiliates, and the R&W Insurers have waived any claim made by any insured thereunder unless such claims were right of subrogation, except in the result case of fraud prior to Fraud. For the Closing by any Seller or any avoidance of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist doubt, Buyer acknowledges and cooperate with agrees that the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, obtaining of the R&W Insurance PolicyPolicy is not a condition to any Closing. Buyers shall not take affirmative action Buyer agrees to, and to amend cause its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphire and Emerald, to minimize or eliminate any exclusions from coverage under the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller without for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal” ). Upon each Exclusion Removal, Exhibits O and P shall be modified by the consent Parties in respect of such Sellerthe corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.

R&W Insurance Policy. (a) Buyers Buyer and Seller acknowledge that as of the Closing, Buyer shall have negotiated obtained the R&W Insurance PolicyPolicy for coverage of Seller’s indemnification obligations under Section 8.2(a) with respect to the representations and warranties of Seller contained in this Agreement and any other Transaction Document without regard to the Cap or Seller Aggregate Cap. Immediately following the execution and delivery of this Agreement, Buyers shall bind coverage in respect The cost of the R&W Insurance Policy (including premium, fees and taxes) will be borne 50% by Seller up to incept as a maximum payment of $130,000 and the remainder by Buyer. Notwithstanding anything to the contrary in this Agreement, with respect to any and all Adverse Consequences relating to a breach of, or inaccuracy in, any or all of the execution representations and delivery warranties of Seller contained in this Agreement and shall timely pay that portion of any premium and underwriting feeare, individually or in the aggregate, in each case then due excess of the Cap or Seller Aggregate Cap, or otherwise outside the scope of the limitations set forth in Section 8.4, other than with respect to a Party’s right to seek specific performance or other equitable relief pursuant to Section 10.12 or claims based on Actual Fraud by Buyer or Seller, Buyer Indemnified Parties’ sole and payable, exclusive recourse for such Adverse Consequences with respect to Seller’s indemnification obligations pursuant to Section 8.2(a) shall be limited to the R&W Insurer to bind and incept coverage coverage, if any, provided under the R&W Insurance PolicyPolicy and no Buyer Indemnified Party shall seek any recourse against Seller with respect to such Adverse Consequences. Buyers Buyer shall take use its commercially reasonable action efforts to pay the R&W Insurer the remainder of premium and all other costs required for issuance of have the R&W Insurance Policy when due. Buyers shall take commercially reasonable action issued on or prior to execute and cause the Closing in accordance with the terms set forth in Exhibit A. Notwithstanding any provision of this Agreement to be executed and delivered all documents attached to the contrary, in the event that the R&W Insurance Policy is not issued or as otherwise may be required by the R&W Insurer is not available to, or does not, cover any claims for any such Adverse Consequences, Buyer Indemnified Parties shall have no recourse against Seller in connection with: (a) binding coverage under the terms excess of the R&W Insurance Policy on Cap or Seller Aggregate Cap, or otherwise outside the date scope of this Agreement and (b) issuing the final R&W Insurance Policy. The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waiveslimitations set forth in Section 8.4, and agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers or any of their Affiliates or representatives other than with respect to any claim made a Party’s right to seek specific performance or other equitable relief pursuant to Section 10.12 or claims based on Actual Fraud by any insured thereunder unless such claims were the result of fraud prior to the Closing by any Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, the R&W Insurance Policy. Buyers shall not take affirmative action to amend the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller without the consent of such Seller.

R&W Insurance Policy. Purchaser shall use reasonable best efforts to obtain a conditional binder to a representations and warranties insurance policy as soon as reasonably practicable (a) Buyers have negotiated the “R&W Insurance Policy”). Parent and Seller shall use their commercially reasonable efforts to cooperate with Purchaser and Purchaser Guarantor to assist Purchaser and Purchaser Guarantor in obtaining the R&W Insurance Policy, including, subject to and in accordance with Section 5.1(a), producing all documents and information in their possession reasonably requested by Purchaser or Purchaser Guarantor in connection with the R&W Insurance Policy. Immediately following In case Purchaser obtains the execution and delivery R&W Insurance Policy, the remainder of this AgreementSection 5.16 shall apply. Purchaser shall use reasonable best efforts to take all actions necessary to complete the applicable conditions in the conditional binder (other than the condition that the Closing has occurred) to the R&W Insurance Policy within the times set forth therein to maintain the R&W Insurance Policy in full force and effect. Following the final issuance of the R&W Insurance Policy, Buyers Purchaser agrees to use reasonable best efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth therein. Upon its final issuance, Purchaser shall bind coverage in respect of deliver the R&W Insurance Policy to incept as of the execution and delivery of this Agreement and shall timely pay that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of the R&W Insurance Policy when due. Buyers shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required by the R&W Insurer in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance PolicyParent. The R&W Insurance Policy shall include a provision whereby insurer the insurer, absent fraud of Parent or Seller or their respective directors and officers, expressly irrevocably waives, and irrevocably agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers Parent or any of their Affiliates its Affiliates, or any current or former stockholders, managers, members, directors, officers, employees, agents and representatives of any of the foregoing with respect to any claim made by any insured thereunder unless and either (i) such claims were Persons shall be express third-party beneficiaries of such provision or (ii) Purchaser shall hold the result benefit of fraud prior the waiver of the insurer’s rights of subrogation as set forth in the R&W Insurance Policy on trust for, and for the benefit of, Parent). In addition, the R&W Insurance Policy may not be amended or waived by Purchaser in any manner that would reasonably be expected to the Closing by any Seller be adverse to Parent or any of its Affiliates without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or representativesdelayed), and the subrogation provisions therein may not be amended or waived in any manner that is adverse to Parent or any of its Affiliates without Parent’s prior written consent. The Sellers shall use commercially reasonable efforts In the event that Purchaser or any of its Affiliates otherwise amends, waives, modifies, cancels or fails to assist and cooperate with obtain the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, terms of the R&W Insurance Policy. Buyers , Parent shall not take affirmative action to amend be liable under Article X for any liabilities or obligations in excess of such liabilities or obligations as they would have under Article X if the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller without in the consent form as of such Sellerthe date hereof had not been so amended, waived, modified or cancelled.

R&W Insurance Policy. (a) Buyers have negotiated The parties acknowledge that, as of the date hereof, Purchaser has obtained the R&W Insurance Policy. Immediately following the execution The Purchaser acknowledges and delivery of this Agreement, Buyers shall bind coverage in respect of agrees that the R&W Insurance Policy to incept as of shall at all times provide that: (a) the execution and delivery of this Agreement insurer shall have no, and shall timely pay waive and not pursue any and all subrogation rights against the Vendors except for fraud (as defined in such policy) based solely on the representations and warranties in Article 6; (b) the Vendors are a third party beneficiary of such waiver; and (c) the Purchaser shall not amend the R&W Insurance Policy in any manner that portion of any premium and underwriting fee, would result in each case then due and payable, liability to the R&W Insurer Vendors (including with respect to bind and incept coverage under the subrogation provisions) without the Vendors’ express written consent, which may be granted or withheld in Vendors’ sole discretion. At such times as required by the R&W Insurance Policy. Buyers , Purchaser shall take commercially reasonable action pay or cause to pay be paid, and shall be solely liable for, all costs and expenses related to the R&W Insurer Insurance Policy, including the remainder total premium, underwriting costs, brokerage commission for Purchaser’s broker, Taxes related to such policy and other fees and expenses of premium such policy. For the avoidance of doubt, with respect to any breach or inaccuracy of any representation or warranty made by the Vendors contained in this Agreement or in any certificate delivered by such Person at Closing (other than a Claim for Fraud or breach of the Vendors’ Fundamental Representations and all other costs required for issuance of Warranties), the R&W Insurance Policy when due. Buyers shall take commercially reasonable action is the sole and exclusive source to execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required satisfy any claim for such indemnification by the R&W Insurer in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance Policy. The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waivesPurchaser Indemnitee, and agrees not to pursuethe Vendors and their directors, directly officers, employees, shareholders, agents and Affiliates shall have any liability or indirectly, any subrogation rights against the Sellers or any of their Affiliates or representatives other obligations with respect to any claim made by any insured thereunder unless such claims were the result of fraud prior to the Closing by any Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, the R&W Insurance Policy. Buyers shall not take affirmative action to amend the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller without the consent of such Sellerindemnification.

R&W Insurance Policy. Prior to the Closing, Parent may in its discretion obtain and bind, in the name of Parent or any of its Affiliates, an insurance policy against the breach by the Company of its representations and warranties set forth in this Agreement (a) Buyers have negotiated the “R&W Insurance Policy”). In the event that Parent procures the R&W Insurance Policy. Immediately following the execution and delivery of this Agreement, Buyers shall bind coverage in respect of the R&W Insurance Policy to incept as of the execution and delivery of this Agreement and shall timely pay that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of the R&W Insurance Policy when due. Buyers shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required by the R&W Insurer in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance Policy. The R&W Insurance Policy such policy shall include a provision whereby insurer the insurer(s) expressly irrevocably waives, and irrevocably agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers Company or any of their Affiliates its Affiliates, or any former shareholders, managers, members, directors, officers, employees, agents and representatives of any of the foregoing with respect to any claim made by any insured thereunder unless (and such claims were the result Persons shall be express third-party beneficiaries of fraud prior to the Closing by such provision), other than any Seller or any claim of its Affiliates or representativesFraud. The Sellers Company shall use commercially reasonable efforts to assist and reasonably cooperate with the Buyers Parent’s efforts at Parent’s reasonable request and provide such assistance as may be reasonably necessary or appropriate in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, order to enable Parent to obtain and bind the R&W Insurance Policy. Buyers Parent shall not take affirmative action all reasonable steps after Closing to amend ensure coverage under the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting is not cancelled, waived or alternated in a way that negatively impacts the Company or that would allow the insurer thereunder or any Seller without other Person to subrogate or otherwise seek recovery against any Member; provided, that nothing will prevent Parent from seeking recovery against any Person in the consent case of Fraud of such SellerPerson. The premium, due diligence fees, underwriting fees and other amounts payable to any insurer or broker in connection with obtaining the R&W Insurance Policy shall be paid by Parent.

R&W Insurance Policy. On the date hereof, Purchaser has bound an insurance policy with respect to the representations and warranties of Seller in this Agreement (athe “R&W Insurance Policy). Purchaser shall use commercially reasonable efforts to take all actions necessary to complete the applicable conditions in the conditional binder (other than the condition that the Closing has occurred, to which this sentence does not apply) Buyers have negotiated to the R&W Insurance Policy within the times set forth therein to maintain the R&W Insurance Policy in full force and effect. Following the final issuance of the R&W Insurance Policy, Purchaser agrees to use commercially reasonable efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth therein. Immediately following Purchaser shall provide a copy of the execution and delivery waiver of this Agreement, Buyers shall bind coverage in respect subrogation provision of the R&W Insurance Policy to incept as of the execution and delivery of this Agreement and shall timely pay Seller upon request. Purchaser agrees that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of the R&W Insurance Policy when dueshall expressly exclude any right of subrogation, other than in the case of fraud, against Seller and its Affiliates and their respective officers, directors and employees, and neither Purchaser nor its Affiliates shall amend or waive such subrogation provisions without Seller’s prior written consent. Buyers shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to The Parties acknowledge that Purchaser obtaining the R&W Insurance Policy or as otherwise may be required is a material inducement to Seller entering into the transactions contemplated by the R&W Insurer this Agreement, and Seller is relying on Purchaser’s covenants and obligations set forth in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance PolicySection 5.16. The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waives, and agrees may not be amended or waived by Purchaser or its Affiliates in any manner that is materially adverse to pursue, directly or indirectly, any subrogation rights against the Sellers or any of their Affiliates or representatives with respect to any claim made by any insured thereunder unless such claims were the result of fraud prior to the Closing by any Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, the R&W Insurance Policy. Buyers shall not take affirmative action to amend the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller without the consent of such Seller’s prior written consent.

R&W Insurance Policy. Purchasers shall use reasonable best efforts to take all actions necessary to complete the applicable conditions in the conditional binder (aother than the condition that Closing has occurred, to which this sentence does not apply) Buyers have negotiated to the R&W Insurance Policy within the times set forth therein to maintain the R&W Insurance Policy in full force and effect. Following the final issuance of the R&W Insurance Policy, Purchasers agrees to use reasonable best efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth therein. Immediately following the execution and delivery of this AgreementUpon its final issuance, Buyers Purchasers shall bind coverage in respect of deliver the R&W Insurance Policy to incept as of the execution and delivery of this Agreement and shall timely pay Seller. The Parties acknowledge that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of Purchasers obtaining the R&W Insurance Policy when due. Buyers shall take commercially reasonable action is a material inducement to execute Seller entering into the transactions contemplated by this Agreement, and cause to be executed Seller is relying on Purchasers’ covenants and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required by the R&W Insurer obligations set forth in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance Policy‎Section 5.17. The R&W Insurance Policy shall include a provision whereby the insurer expressly irrevocably waives, and irrevocably agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers Seller or any of their Affiliates its Affiliates, or any former stockholders, managers, members, directors, officers, employees, agents and representatives of any of the foregoing with respect to any claim made by any insured thereunder unless thereunder, other than Fraud, and such claims were Persons shall be express third-party beneficiaries of such provision. In addition, the result of fraud prior R&W Insurance Policy may not be amended or waived by Purchasers in any manner that is adverse to the Closing by any Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, the R&W Insurance Policy. Buyers without Seller’s prior written consent (which consent shall not take affirmative action to amend be unreasonably withheld, conditioned or delayed), and the subrogation provisions therein may not be amended or third party beneficiary provisions contained waived in such R&W Insurance Policy benefiting any manner that is adverse to Seller or any of its Affiliates without Seller’s prior written consent (which consent shall be in the consent sole and absolute discretion of such Seller).

R&W Insurance Policy. (a) Buyers have negotiated the R&W Insurance Policy. Immediately following Prior to or simultaneously with the execution and delivery of this Agreement, Buyers the Purchaser shall bind coverage in respect pay the non-refundable down payment of the R&W Insurance Policy to incept as of the execution and delivery of this Agreement and shall timely pay that portion of any premium and the underwriting fee, in each case then due and payable, fee to Ethos Specialty Insurance Services LLC (the “R&W Insurer Insurer”) to bind and incept coverage under the R&W Insurance Policy. Buyers The Purchaser shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of the policy in connection with the issuance of the R&W Insurance Policy when dueat the Closing. Buyers The Purchaser shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required by the R&W Insurer in connection with: with (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement hereof and (b) issuing the final R&W Insurance Policy. The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waives, and agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers Seller or any of their its Affiliates or representatives with respect to any claim made by any insured thereunder unless such claims were the result of fraud prior to the Closing by any the Seller or any of its Affiliates or representatives. The Sellers Seller shall use commercially reasonable efforts to assist and cooperate with the Buyers Purchaser in connection with any claim by any Buyer the Purchaser under, or recovery by any Buyer the Purchaser with respect to, the R&W Insurance Policy. Buyers The Purchaser shall not take affirmative action to amend the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy insurance policy benefiting any the Seller without the consent of such the Seller.. In addition, the Purchaser shall use commercially reasonable efforts to keep the Seller reasonably informed regarding material correspondence with the insurer relating to claims or potential claims under the R&W Insurance Policy. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

R&W Insurance Policy. Attached hereto as Exhibit D is a representation and warranty insurance policy, which has been bound as of the date hereof naming the Buyer as the named insured and covering the representations and warranties of set forth in this Agreement (the “R&W Insurance Policy”). The Buyer has included in the R&W Insurance Policy provisions that (a) Buyers have negotiated the insurer has no subrogation rights, and will not pursue any claim against the Seller or any Rollover Stockholder except for Fraud and (b) the Seller and each Rollover Stockholder is a third party beneficiary of the insurer’s promise to not pursue any claim against the Seller or any Rollover Stockholder except for Fraud. The Buyer shall not modify the limitations on subrogation against the Seller or any Rollover Stockholder in the R&W Insurance Policy without the Seller’s or each of the Rollover Stockholder’s, as applicable, express written consent, not to be unreasonably withheld, conditioned or delayed. Prior to the Closing, the Buyer shall pay or cause to be paid, all costs and expenses related to the R&W Insurance Policy. Immediately following , including the execution total premium, underwriting costs, brokerage commission for the Buyer’s brokers, taxes related to such policy and delivery other fees and expenses of this Agreement, Buyers shall bind coverage in respect of the R&W Insurance Policy to incept as of the execution and delivery of this Agreement and shall timely pay that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of the R&W Insurance Policy when due. Buyers shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required by the R&W Insurer in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance Policysuch policy. The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waives, and agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers or any of their Affiliates or representatives with respect to any claim made by any insured thereunder unless such claims were the result of fraud prior to the Closing by any Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with the Buyers Buyer in connection with any claim by any the Buyer under, or recovery by any the Buyer with respect to, the R&W Insurance Policy. Buyers shall not take affirmative action to amend the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller without the consent of such Seller.

R&W Insurance Policy. The Buyers shall obtain, at or prior to the Closing, a transaction representations and warranties insurance policy from Liberty Surplus Insurance Corporation (atogether with an excess representations and warranties insurance policy from DUAL North America) (the “R&W Insurance Policy”). The Company shall, and shall cause its Related Parties (including the Subsidiaries of the Company) to, at the sole cost of Buyers, cooperate in good faith and take all reasonable action necessary to assist the Buyers have negotiated in obtaining the R&W Insurance Policy. Immediately following , including (a) furnishing upon request to the execution Buyer Representative or the R&W Insurance Policy provider any customary information related to the Company that is reasonably required or requested in connection therewith; (b) executing and delivery delivering to the Buyer Representative or R&W Insurance Policy provider any customary documents or materials that are reasonably required or requested in connection therewith; and (c) doing such other customary acts and things consistent herewith, all as the Buyer Representative may reasonably request for the purpose of carrying out the intent of this AgreementSection 7.7. From and after the Effective Date, the Buyers shall bind coverage not amend the R&W Insurance Policy with respect to any provision relating to the insurer’s waiver of subrogation rights against the Sellers (other than in respect the event of Fraud). All fees and expenses (including all premium, underwriting or diligence fees, and surplus line or premium Tax or other applicable Tax, fee or surcharge owing to the insurers) of the R&W Insurance Policy to incept as shall be borne by the Buyers. The failure of the execution and delivery of this Agreement and Buyers to obtain the R&W Insurance Policy shall timely pay that portion not release the Buyer Representative, the Buyers, or Merger Sub of any premium of their respective obligations pursuant to this Agreement, including their obligation to consummate the Contemplated Transactions, nor shall it increase the liability of the Seller Representative or any Seller. Any amounts payable from the Escrow Account pursuant to Sections 2.9, 2.10 and underwriting fee2.11 shall be net of any net proceeds actually and indefeasibly received (after deduction of the costs of recovery, in each case then due and payable, to the R&W Insurer to bind and incept coverage if any) under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of the R&W Insurance Policy when due. Buyers shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required by the R&W Insurer in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance Policy. The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waives, and agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers or any of their Affiliates or representatives with respect to any claim made by any insured thereunder unless such claims were the result of fraud prior to the Closing by any Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, the R&W Insurance Policy. Buyers shall not take affirmative action to amend the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller without the consent of such Seller.

R&W Insurance Policy. The Buyer (aor one or more of its Affiliates) Buyers shall have negotiated obtained a R&W Insurance Policy in the form attached hereto as Exhibit E “conditionally bound” as of the date of this Agreement, and having the coverage, retention and premium amounts set forth therein (the “R&W Insurance Policy”), and such R&W Insurance Policy shall be fully bound and in effect in all respects as of the Closing .. On or prior to the Closing Date, the Buyer shall pay, or shall cause to be paid, the full amount of all premium and other costs, fees or expenses (including all underwriting fees and such insurer’s due diligence and other legal fees) set forth in the R&W Insurance Policy. Immediately following the execution , and delivery of this Agreementall other costs, Buyers shall bind coverage in respect of fees, and expenses associated with obtaining the R&W Insurance Policy (collectively, the “R&W Policy Fees and Expenses”); provided, however, that an amount equal to incept as one-half of the execution and delivery of this Agreement and shall timely pay that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required cost for issuance of the R&W Insurance Policy when due. Buyers (the “R&W Policy Premium”) only shall take commercially reasonable action to execute and cause be deducted from the Purchase Price proceeds to be executed and delivered all documents attached paid to the R&W Insurance Policy or as otherwise may be required by Sellers at the R&W Insurer in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance PolicyClosing. The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waivesfull and complete waiver of all rights of subrogation and any form of recourse or right of action against Sellers, and agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers or any of their Affiliates or representatives with respect to any claim made by any insured thereunder unless such claims were the result of fraud prior except to the Closing extent arising from Fraud by any Seller or any Sellers. From and after the effective date and until the expiration of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, the R&W Insurance Policy. Buyers , the Buyer and its Affiliates shall not take affirmative action to amend amend, waive, or otherwise modify the subrogation or third party beneficiary provisions waiver contained in such the R&W Insurance Policy benefiting in any Seller without the consent of such Sellermanner that materially and adversely affects Sellers or their respective Affiliates.

R&W Insurance Policy. Prior to the Closing, Purchaser shall have secured a buyer-side representation and warranties insurance policy to be effective as of the Closing Date (the “R&W Insurance Policy”) and all premiums, underwriting fees, brokers’ commissions, Taxes, and other out-of-pocket costs and expenses related to procuring the R&W Insurance Policy shall be borne by Purchaser. The Company shall, and shall cause each of its Subsidiaries to, cooperate and use commercially reasonable efforts to assist Purchaser in connection with securing such R&W Insurance Policy, including by making management employees available to participate in customary “underwriting” diligence processes at reasonable times and upon reasonable notice. Such R&W Insurance Policy shall contain terms and provisions typical for a transaction of this nature and shall be approved by the Company, whose approval shall not be unreasonably withheld. Such R&W Insurance Policy shall include the following terms (the “Required Terms”): (a) Buyers have negotiated Purchaser shall be a named insured, (b) coverage limit of at least $11,600,000, and (c) a duration of at least (x) through the expiration of the survival period for claims related to any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement (other than the Fundamental Representations) and (y) for six (6) years after the Closing for all other claims covered by such R&W Insurance PolicyPolicy (including the Fundamental Representations), or a similar insurance policy with terms reasonably satisfactory to Purchaser and the Company. Immediately following the execution and delivery of this Agreement, Buyers Purchaser shall bind coverage in respect of use commercially reasonable efforts to require the R&W Insurance Policy to incept as of include provisions whereby the execution and delivery of this Agreement and shall timely pay that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of the R&W Insurance Policy when due. Buyers shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required by the R&W Insurer in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance Policy. The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waives, and agrees not to pursue, directly or indirectly, waives any subrogation rights against the Sellers or any of their Affiliates or representatives Equity Holder with respect to any claim made by any the insured thereunder unless such claims were hereunder (except for fraud). Notwithstanding the result of fraud prior foregoing, Purchaser agrees not to the Closing by any Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, amend the R&W Insurance Policy. Buyers shall not take affirmative action to amend Policy in a manner that would cause the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller not to have the Required Terms without the prior written consent of such Sellerthe Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

R&W Insurance Policy. (a) Buyers have negotiated Purchaser has conditionally bound the R&W Insurance Policy pursuant to the R&W Binder Agreement. At the Closing, or promptly thereafter, Purchaser shall deliver to Seller a copy of the R&W Insurance Policy. Immediately following Purchaser acknowledges and agrees that, except in the execution case of Fraud, from and delivery of this Agreementafter the Closing, Buyers shall bind coverage in respect of the R&W Insurance Policy to incept as of the execution (whether or not it is ultimately bound, and delivery of this Agreement and shall timely pay that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of whether or not the R&W Insurance Policy when due. Buyers shall take commercially reasonable action is sufficient to execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required by the R&W Insurer in connection with: (a) binding coverage under the terms cover any Losses of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance Policy. The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waives, and agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers Purchaser or any of its Affiliates) shall be the sole and exclusive remedy of Purchaser or any of its Affiliates and its and their Affiliates respective Representatives, successors and assigns of whatever kind and nature, at law, in equity or representatives with respect to any claim made by any insured thereunder unless otherwise, known or unknown, which such claims were the result of fraud prior to the Closing by any Persons have now or may have against Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with in the Buyers in connection with any claim by any Buyer underfuture, resulting from, arising out of, or recovery by related to any Buyer inaccuracy or breach of any representation or warranty contained in this Agreement, and none of such Persons shall have any recourse against Seller or any of its Affiliates with respect thereto. Purchaser and its Affiliates shall not consent to, amend, waive or otherwise modify the subrogation provision of the R&W Binder Agreement or the R&W Insurance Policy in any manner without Seller’s prior written consent (which consent shall be in the sole and absolute discretion of Seller). Purchaser shall be solely responsible for all costs to procure, maintain and make claims under the R&W Insurance Policy, including all premiums, retention amounts, Taxes, expenses and costs of any nature whatsoever. Buyers shall not take affirmative action to amend The parties hereto acknowledge that Purchaser obtaining the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any is a material inducement to Seller without entering into the consent of such Sellertransactions contemplated by this Agreement, and Seller is relying on Purchaser’s covenants and obligations set forth in this Section 6.11.