Common use of R&W Insurance Policy Clause in Contracts

R&W Insurance Policy. Buyer and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.

R&W Insurance Policy. Buyer (a) Except as set forth in Section 9.09 with respect to Fraud and Sapphire except with respect to the Surviving Representations and the Certain Matters, notwithstanding anything to the contrary contained in this Agreement, (a) the R&W Insurance Policy shall each pay be the sole and exclusive remedy of the Purchaser Indemnified Parties for any and all Losses that are sustained or cause incurred by any of the Purchaser Indemnified Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Company’s or any Seller’s representations or warranties contained in this Agreement or in any certificate or other instrument delivered pursuant to be paid 50% this Agreement (other than the Surviving Representations) and (b) the Company and the Sellers shall not have any other direct or indirect liability (derivative or otherwise) to any Purchaser Indemnified Party with respect to any breach of all costs such representations and expenses related warranties of the Company or the Sellers. (b) Section 9.04(a) shall apply regardless of whether: (i) Purchaser continues to maintain the R&W Insurance Policy following the Closing; (ii) the R&W Insurance Policy is revoked, cancelled or modified in any manner after issuance; (iii) any claim made by Purchaser under such R&W Insurance Policy is denied by the issuer thereof or (iv) Purchaser fails or refuses to make a claim, or fails to comply with the required claims procedures, under such R&W Insurance Policy. Without limiting the generality of the foregoing, any rights of any issuer of the R&W Insurance Policy, including any rights of subrogation, shall not affect, expand or increase any liability or obligation of the total premium, underwriting costs, brokerage commissions and Company or the Sellers to Purchaser Indemnified Parties or any other fees and expenses of such policy and, parties in connection therewith, promptly following with the execution of transactions contemplated by this Agreement. (c) With respect to any Losses for which a Purchaser Indemnified Party is entitled to indemnification under Section 9.02(i) and Section 9.02(ii), each of Buyer and Sapphire Purchaser shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use its commercially reasonable efforts to take all submit a claim to recover such other necessary actions to bind Buyer’s coverage under Losses from the R&W Insurance Policy as promptly as practicable and before seeking recovery for such Losses from the Sellers (subject to applicable limitations set forth in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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”this ARTICLE IX), except in the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.

R&W Insurance Policy. Buyer 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 (other than the condition that the Closing has occurred, to which this sentence does not apply) to the R&W Insurance Policy within the times set forth therein to maintain the R&W Insurance Policy in full force and Sapphire shall each pay or cause to be paid 50% effect. Following the final issuance of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary Purchaser agrees to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable best efforts to take all such other necessary actions to bind Buyer’s coverage under keep the R&W Insurance Policy as promptly as practicable in full force and in any event prior to effect for the Principal Closingpolicy period set forth therein. Sellers Purchaser shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement provide a copy of the R&W Insurance Policy as 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 PolicySeller upon request. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W Insurance Policy. The Parties acknowledge and agree Purchaser agrees that the R&W Insurance Policy shall expressly provides (x) that the insurer(s) issuing the R&W Insurance Policy have waived exclude any right of subrogation, claims for contribution or assignment or otherwise, subrogation against the Sellers, any of Seller and its Affiliates and their respective Affiliatesofficers, or any past, present or future direct or indirect equityholder, member, manager, director, officer, partner, employee, Affiliate, agent, advisor or representative directors and employees (or the functional equivalent of any such position) (the “Seller Related Persons”), except in the case of Fraud by any such Seller Related Person Fraud), and (y) that the Seller Related Persons are express third-party beneficiaries of such waiver. From and after the Closing, Buyer shall not (and shall cause neither Purchaser nor its Affiliates not to) agree to any amendment, modification, variation, termination shall amend or waiver of the foregoing waive such subrogation provisions of the R&W Insurance Policy without SapphireSeller’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 Parties acknowledge that Purchaser obtaining the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under material inducement to Seller entering into the transactions contemplated by this Agreement (eachAgreement, an “Exclusion Removal”and Seller is relying on Purchaser’s covenants and obligations set forth in this Section 5.15(a). Upon each Exclusion Removal, Exhibit K shall The R&W Insurance Policy may not be modified amended or waived by the Parties Purchaser or its Affiliates in respect of the corresponding Specified Indemnity Matter in any manner that is mutually agreeable adverse to Seller or any of its Affiliates without Seller’s prior written consent. At or promptly following the Closing, Seller shall deliver to Purchaser or its Representatives, as reasonably requested by Purchaser, a digital copy of all documents and that is consistent with other information uploaded to the Exclusion Removalvirtual data room established by Seller and its Representatives and to which Purchaser and its Representatives have been granted access as part of their due diligence of the transactions contemplated hereby (the “Data Room”).

R&W Insurance Policy. (a) Substantially concurrently with the execution and delivery of this Agreement, Buyer shall furnish a true and Sapphire shall each pay or correct copy of the R&W Binder to Seller. Buyer will not, and will cause the Specified Buyer Affiliate not to, without the prior written consent of Seller and Parent (such consent not to be paid 50% unreasonably withheld, conditioned or delayed), amend, modify or waive the subrogation waiver, policy limit, retention amount or policy exclusions in the R&W Insurance Policy in a manner that is detrimental to Seller or Parent or would otherwise increase Seller’s indemnification obligations pursuant to Article XII. Buyer will provide each of all costs Seller and expenses related Parent with copies of any amendments, modifications or waivers to the R&W Insurance Policy, including Policy following the total premium, underwriting costs, brokerage commissions issuance thereof. Fifty percent (50%) of all R&W Insurance Expenses shall be borne by Xxxxx and other fees and expenses the remaining fifty percent (50%) of such policy andR&W Insurance Expenses shall be Transaction Expenses. Prior to the Closing, Seller shall cooperate with Buyer and the Specified Buyer Affiliate, and take such actions as Buyer or the Specified Buyer Affiliate may reasonably request, in connection therewith, promptly following order to enable the execution of this Agreement, each of Specified Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as may be reasonably requested by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts Affiliate to obtain the R&W Insurance PolicyPolicy on the terms set forth in the R&W Binder. Buyer shall, and shall cause the Specified Buyer Affiliate to, use reasonable best efforts to satisfy the conditions set forth in Section 14 of the R&W Binder that are within its control. (b) Seller will use reasonable best efforts to comply obtain as promptly as reasonably practicable after the date hereof customary “tail” cyber insurance coverage under Seller’s existing cyber insurance policy that includes Buyer and its Subsidiaries as additional insureds, effective as of the Closing (such policy or other substantially similar cyber insurance coverage, the “Cyber Policy”). The Cyber Policy will provide coverage for matters for the period prior to the Closing and have a coverage amount of not less than $40,000,000. Buyer will reasonably cooperate with Seller, and take such actions as Seller may reasonably request, in all material respects order to enable Seller to obtain the Cyber Policy. All premiums, Taxes, commissions, underwriting fees and other fees and expenses paid and/or payable by or on behalf of Seller or any Affiliate of Seller to any insurer or broker in connection with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of and/or issuance of the R&W Insurance Policy. The Parties acknowledge and agree that the R&W Insurance Cyber Policy expressly provides (x“Cyber Policy Expenses”) that the insurer(sshall be borne (i) 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 fifty percent (or the functional equivalent of any such position50%) (the “Seller Related Persons”), except in the case of Fraud by any such Seller Related Person Buyer and (yii) that the Seller Related Persons are express third-party beneficiaries of such waiver. From and after the Closing, Buyer shall not fifty percent (and shall cause its Affiliates not to50%) agree to any amendment, modification, variation, termination or waiver of the foregoing provisions of the R&W Insurance Policy 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removalas Transaction Expenses.

R&W Insurance Policy. The Buyer has obtained the R&W Insurance Policy and Sapphire shall each pay or cause to be paid 50% of when due all fees, premiums, and other costs and expenses related to in connection with the purchase and implementation of the R&W Insurance Policy. The Company and the Seller shall cooperate with the Buyer in connection with the arrangement and origination of the R&W Insurance Policy, including by facilitating the total premium, underwriting costs, brokerage commissions Buyer’s acquisition of a copy of the materials included in the electronic data room established by the Seller and other fees and expenses the Company in connection with the transactions contemplated hereby. Buyer shall cause coverage under the R&W Insurance Policy to incept effective as of such policy the signing date of this Agreement and, in connection therewiththereafter, to be issued promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% Closing in accordance with the terms of the required deposit fee binder thereof. Buyer shall cause the R&W Insurance Policy to remain in full force and effect, including by: (a) complying with the terms and conditions of the R&W Insurance Policy and (b) satisfying on a timely basis, all other out-of-pocket payments conditions necessary for the issuance of or fees necessary to bind Buyer’s continuance of coverage under the R&W Insurance Policy. During the term of the R&W Insurance Policy, Buyer will use commercially reasonable efforts shall cause the R&W Insurance Policy to take explicitly provide for an irrevocable waiver by the insurer(s) that issued the R&W Insurance Policy of any and all rights of subrogation or contribution which such other necessary actions to bind Buyer’s coverage insurer(s) might have under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as may be reasonably requested by Buyer and which is necessary, customary against Seller or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 Affiliatesofficers, managers, directors, employees 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”)agents under this Agreement, except in the case of Fraud by any such Seller Related Person and (y) that the Seller Related Persons are express third-party beneficiaries of such waiverFraud. From and after the Closingsigning date of this Agreement, except as may be agreed in writing by Seller, Buyer shall not (and shall cause its Affiliates not to) agree to any amendment, modification, variation, termination or waiver of the foregoing provisions of amend the R&W Insurance Policy 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 any manner that expands the rights of subrogation or eliminate any exclusions from coverage contribution which the insurer(s) that issued the R&W Insurance Policy have under the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter to any claims of Buyer against Seller, or any of their respective officers, managers, directors, employees or agents under this Agreement (eachAgreement, an “Exclusion Removal”). Upon each Exclusion Removalwhich, Exhibit K for the avoidance of doubt, such anti-subrogation provisions shall be modified by not apply in the Parties in respect case of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalFraud.

R&W Insurance Policy. Buyer 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. Purchaser acknowledges and Sapphire agrees that, except in the case of Fraud, from and after the Closing, the R&W Insurance Policy (whether or not it is ultimately bound, and whether or not the R&W Insurance Policy is sufficient to cover any Losses of Purchaser or any of its Affiliates) shall each pay be the sole and exclusive remedy of Purchaser or cause any of its Affiliates and its and their respective Representatives, successors and assigns of whatever kind and nature, at law, in equity or otherwise, known or unknown, which such Persons have now or may have against Seller or any of its Affiliates in the future, resulting from, arising out of, or related to any 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 paid 50% in the sole and absolute discretion of Seller). Purchaser shall be solely responsible for all costs to procure, maintain and expenses related to make claims under the R&W Insurance Policy, including the total premiumall premiums, underwriting costsretention amounts, brokerage commissions Taxes, expenses and other fees and expenses costs of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policyany nature whatsoever. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under The parties hereto acknowledge that Purchaser obtaining the R&W Insurance Policy as promptly as practicable and in any event prior is a material inducement to Seller entering into the Principal Closing. Sellers shall providetransactions contemplated by this Agreement, and shall cause their Affiliates to provide, such cooperation Seller is relying on Purchaser’s covenants and obligations set forth in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalSection 6.11.

R&W Insurance Policy. Buyer and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related to (a) Buyers have negotiated the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly . Immediately following the execution and delivery of this Agreement, each of Buyer and Sapphire Buyers shall pay 50% bind coverage in respect of the required deposit fee R&W Insurance Policy to incept as of the execution and all other out-of-pocket payments or fees necessary 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 Buyer’s and incept coverage under the R&W Insurance Policy. Buyer will 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. (b) Notwithstanding any other provision of this Agreement, the Sellers, jointly and severally, shall reimburse and indemnify Buyers and their respective Affiliates, directors, officers, managers, members, employees and agents for any and all such loss, liability, demand, claim of any kind, action, cause of action, cost, damage, fee, deficiency, tax, penalty, fine, assessment, interest or expense (including attorney’s fees, consultant fees, expert fees and any other necessary actions reasonable fees including the reasonable fees, costs, charges and expenses of attorneys, accountants, brokers, consultants and/or other experts and/or other professionals in each case at their then-prevailing rates) arising out of or resulting from a breach of the representations and warranties in Article III of this Agreement up to bind Buyer’s coverage an aggregate amount not to exceed $3,300,000.00 (being an amount representing one-half of the initial retention amount under the R&W Insurance Policy). Sellers’ obligation in this Section 10.23(b) shall remain in full force and effect until the latest of 45 days after the expiration of the R&W Insurance Policy, 60 days after all pending claims under the R&W Insurance Policy as promptly as practicable are fully and finally resolved, or the satisfaction in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement full of all outstanding obligations of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter Sellers under this Agreement (each, an “Exclusion Removal”Section 10.23(b). Upon each Exclusion Removal, Exhibit K shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.

R&W Insurance Policy. The Buyer and Sapphire the Seller acknowledge that the Buyer has obtained the R&W Insurance Policy for coverage of the Seller’s indemnification obligations pursuant to Section 8.1(a)(i) with respect to the representations and warranties of the Seller contained in this Agreement. Notwithstanding anything to the contrary in this Agreement, with respect to any and all Damages that are based upon, attributable to or resulting from a breach of, or inaccuracy in, any of the representations or warranties made by the Seller in this Agreement, the Buyer Indemnified Parties’ sole and exclusive recourse for the Seller’s indemnification obligations under Section 8.1(a)(i) shall each pay or cause to be paid 50% of all costs and expenses related limited to the R&W Insurance Policy, including except for Damages that are based upon, attributable to or resulting from a breach of, or inaccuracy in the total premiumSeller Fundamental Representations or Indemnified Taxes; provided, underwriting coststhat with respect to any such Damages with respect to the Seller Fundamental Representations, brokerage commissions the Buyer Indemnified Parties must use its commercially reasonable best efforts to recover from the R&W Insurance Policy with respect to such Damages, prior to seeking indemnification from the Seller. For the avoidance of doubt, the Seller shall have no liability with respect to claims made hereunder pursuant to Section 8.1(a)(i) even in the event a claim is denied in whole or in part by the R&W Carrier, except as set forth in this Article VIII with respect to Seller Fundamental Representations and other fees and expenses Indemnified Taxes. For the avoidance of such policy anddoubt, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of Seller’s liability for any claim based on Section 8.1(a)(ii) or Section 8.1(a)(iii) (which claims the required deposit fee and all other out-of-pocket payments or fees necessary Parties acknowledge are not subject to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers ) shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as may not 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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”)limited, except as set forth in the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalArticle VIII.

R&W Insurance Policy. Buyer The Parties acknowledge and Sapphire agree that, as of or prior to the Execution Date, Purchaser has procured the R&W Conditional Binder in connection with the R&W Insurance Policy. Following the Execution Date, Purchaser shall each pay or use commercially reasonable efforts to satisfy the conditions set forth in the R&W Conditional Binder to cause the R&W Insurance Policy to be paid 50% issued on the terms and in the form attached hereto as Exhibit G as soon as reasonably practicable following the Closing, including payment of all costs of such R&W Insurance Policy. Seller agrees to use commercially reasonable efforts to assist Purchaser in its efforts to satisfy the conditions set forth in the R&W Conditional Binder, including providing such information, data, Records, or other reasonable information reasonably requested by the underwriters of such R&W Insurance Policy. Purchaser shall not, and shall cause its Affiliates and their respective representatives to not, amend, modify, supplement, or restate the provisions of Section VIII.B(i)(4) (Subrogation) of the R&W Insurance Policy attached hereto as Exhibit G benefitting the Seller, its Affiliates, and its and their respective representatives in any manner or respect adverse to such parties without the prior written consent of Seller. Purchaser shall provide Seller with a true and complete copy of the final and issued R&W Insurance Policy as soon as reasonably practicable following the Closing. The Parties acknowledge and agree that any failure by Purchaser to obtain or maintain the R&W Insurance Policy in accordance with this Section 7.15 shall not in any manner increase any liability of Seller or any of its Affiliates or any of its or their respective representatives under this Agreement, including if (x) the R&W Insurance Policy is disputed, invalidated or deemed ineffective, in whole or in part, or (y) the coverage provided under the R&W Insurance Policy is denied, disputed, exhausted or otherwise made unavailable to Purchaser or its Affiliates, in whole or in part. For the avoidance of doubt, the Parties acknowledge and agree that (i) the procurement by Purchaser of the R&W Insurance Policy is not a condition to Closing and (ii) all costs, fees and expenses related with respect to obtaining the R&W Insurance Policy, including the total premium, underwriting costs, Taxes, brokerage commissions commission, retention and other costs, fees and expenses of such policy andpolicy, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as may be reasonably requested borne by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalPurchaser.

R&W Insurance Policy. (a) Prior to the date hereof, Buyer shall have obtained and Sapphire shall each pay or cause to be paid 50% bound for coverage the R&W Insurance Policy in connection with this Agreement, with an aggregate coverage limit set under the policy attached as Schedule 6.13. The cost of all costs the premium of the R&W Insurance Policy and expenses any other amounts related to the R&W Insurance Policy, Policy (including the total premiumbrokerage fees, underwriting costsfees, brokerage commissions taxes and other fees amounts) will be equally shared by the Buyer and expenses the Company and the Company’s portion of such policy cost shall be considered as a Closing Date Transaction Expense. (b) The Buyer confirms to the Sellers that as of the date hereof, the R&W Insurance Policy shall be in full force and effect and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary with respect to bind Buyer’s coverage matters covered under the R&W Insurance Policy, it (i) does not require the Buyer or any Indemnified Party to make (and they shall not make) a claim against any of the Company Securityholders before claiming under the R&W Insurance Policy; and (ii) it provides, among other things, that the R&W Insurer waives and shall not pursue any subrogation rights against any Company Securityholder except for claims against any specific Company Securityholder in the case of fraud by such Company securityholder, and that the Company Securityholders are express third party beneficiaries of such subrogation waiver. The Buyer will shall not cancel, modify, reduce or amend the R&W Insurance Policy and shall continue to honor its obligations thereunder in accordance with its terms. Xxxxx acknowledges that the Company Securityholders are entering into this Agreement in reliance on the foregoing confirmations by the Buyer. (c) The Buyer hereby undertakes to the Company Securityholders to use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage make demand for remedies and obtain recovery that may be available under the R&W Insurance Policy as promptly as practicable Policy, which commercially reasonable efforts may, but will not necessarily require (depending on the specific facts and in any event prior to the Principal Closing. Sellers shall providecircumstances), and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of initiating legal action against the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalInsurer.

R&W Insurance Policy. Buyer Purchasers shall use reasonable best efforts to take all actions necessary to complete the applicable conditions in the conditional binder (other than the condition that Closing has occurred, to which this sentence does not apply) to the R&W Insurance Policy within the times set forth therein to maintain the R&W Insurance Policy in full force and Sapphire shall each pay or cause to be paid 50% effect. Following the final issuance of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary Purchasers agrees to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under keep the R&W Insurance Policy in full force and effect for the binder relating thereto necessary to the binding of policy period set forth therein. Upon its final issuance, Purchasers shall deliver the R&W Insurance PolicyPolicy to Seller. The Parties acknowledge and agree that Purchasers obtaining the R&W Insurance Policy expressly provides (x) that is a material inducement to Seller entering into the insurer(s) issuing the transactions contemplated by this Agreement, and Seller is relying on Purchasers’ covenants and obligations set forth in this ‎Section 5.17. The R&W Insurance Policy have waived any right of subrogationshall include a provision whereby the insurer expressly waives, claims for contribution and irrevocably agrees not to pursue, directly or assignment or otherwise, against the Sellersindirectly, any subrogation rights against Seller or any of their respective its Affiliates, or any pastformer stockholders, present or future direct or indirect equityholdermanagers, membermembers, managerdirectors, directorofficers, officeremployees, partner, employee, Affiliate, agent, advisor or representative (or the functional equivalent agents and representatives of any such position) (of the “Seller Related Persons”), except in the case of Fraud foregoing with respect to any claim made by any insured thereunder, other than Fraud, and such Seller Related Person and (y) that the Seller Related Persons are shall be express third-party beneficiaries of such waiverprovision. From and after the ClosingIn addition, 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 may not be amended or waived by Purchasers in any manner that is adverse to Seller or any of its Affiliates without SapphireSeller’s prior written consent. Buyer agrees toconsent (which consent shall not be unreasonably withheld, conditioned or delayed), and to cause its Affiliates and Representatives to, use reasonable best efforts, the subrogation provisions therein may not be amended or waived in coordination with Sapphire, to minimize or eliminate any exclusions from coverage under 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable adverse to Seller or any of its Affiliates without Seller’s prior written consent (which consent shall be in the sole and that is consistent with the Exclusion Removalabsolute discretion of Seller).

R&W Insurance Policy. Buyer and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% Seller acknowledge that as of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Closing, Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under shall have obtained the R&W Insurance Policy as promptly as practicable and in any event prior for coverage of Seller’s indemnification obligations under Section 8.2(a) with respect to the Principal Closingrepresentations and warranties of Seller contained in this Agreement and any other Transaction Document without regard to the Cap or Seller Aggregate Cap. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement The cost of the R&W Insurance Policy as may (including premium, fees and taxes) will be reasonably requested borne 50% by Seller up to 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 representations and warranties of Seller contained in this Agreement that are, individually or in the aggregate, in 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 which is necessaryexclusive recourse for such Adverse Consequences with respect to Seller’s indemnification obligations pursuant to Section 8.2(a) shall be limited to the coverage, customary or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations if any, provided under the R&W Insurance Policy and the binder relating thereto necessary no Buyer Indemnified Party shall seek any recourse against Seller with respect to the binding of such Adverse Consequences. Buyer shall use its commercially reasonable efforts to have the R&W Insurance Policy. The Parties acknowledge and agree Policy issued on or prior to the Closing in accordance with the terms set forth in Exhibit A. Notwithstanding any provision of this Agreement to the contrary, in the event that the R&W Insurance Policy expressly provides (x) that the insurer(s) issuing the R&W Insurance Policy have waived is not issued or is not available to, or does not, cover any right of subrogation, claims for contribution any such Adverse Consequences, Buyer Indemnified Parties shall have no recourse against Seller in excess of the Cap or assignment or otherwise, against the Sellers, any of their respective AffiliatesSeller Aggregate Cap, or any pastotherwise outside the scope of the limitations set forth in Section 8.4, present other than with respect to a Party’s right to seek specific performance or future direct other equitable relief pursuant to Section 10.12 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 the case of claims based on Actual Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalSeller.

R&W Insurance Policy. (a) Buyer has caused the R&W Insurance Policy and Sapphire shall each pay or cause coverage thereunder to be paid 50% in effect as of all costs the Effective Time, which R&W Insurance Policy does not include any rights of subrogation against the Sellers, other than with respect to the Sellers’ actual fraud. The Sellers acknowledge that Buyer is entering into the R&W Insurance Policy and expenses that, in connection therewith, a Buyer Indemnified Party may make claims for the same Loss or series of related Losses under both this Article 7, subject to the limitations set forth in this Article 7, and under the R&W Insurance Policy, including but in no event shall any Buyer Indemnified Party be entitled to recover more than the total premium, underwriting costs, brokerage commissions actual Losses incurred by such Buyer Indemnified Party. The Sellers further acknowledge and other fees and expenses agree that the denial of such policy and, in connection therewith, promptly following the execution of this Agreement, each of any claim by any Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage Indemnified Party under the R&W Insurance Policy will not be construed as, or used as promptly evidence that, such Buyer Indemnified Party is not entitled to indemnification under this Article 7 subject to the limitations set forth in this Article 7. (b) Other than as practicable provided in this Article 7 with respect to a beach of any of the representations or warranties of Seller contained Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization), Section 3.8 (Title to Assets) and Section 3.22 (Brokers’ Fees) (and in any such event prior subject to the Principal Closing. Sellers shall provideother limitations herein), and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy shall be the sole and exclusive source of recovery for all Losses actually or allegedly suffered or sustained by any Buyer Indemnified Party, or to which any Buyer Indemnified Party actually or allegedly was subjected to, as may be reasonably requested by Buyer and which is necessarya result of, customary arising out of, or advisable relating to any actual or alleged breach of or inaccuracy in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding any representation or warranty of the R&W Insurance Policy. The Parties acknowledge and agree that Sellers contained in this Agreement (regardless of 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 underlying legal theory asserted 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 the case of Fraud claimed by any such Seller Related Person and Buyer Indemnified Party). (yc) that the Seller Related Persons are express third-party beneficiaries of such waiver. From and after the Closing, Buyer shall not (not, and shall cause its Affiliates not to) agree to , amend, modify or otherwise change, terminate or waive any amendment, modification, variation, termination or waiver of the foregoing provisions provision of the R&W Insurance Policy without Sapphire’s prior written consent. Buyer agrees to(i) with respect to the waiver of subrogation against the Seller set forth therein, and (ii) in any manner that would be reasonably likely to cause its Affiliates and Representatives toincrease or expand the ability or rights of the insurer(s) thereunder to bring an Action against, use reasonable best effortsor otherwise seek recourse from, either Seller, or (iii) in coordination with Sapphire, any manner that does or would be reasonably likely to minimize or eliminate any exclusions from coverage under increase the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter Sellers’ Liability under this Agreement (eachthat is not required by applicable Law, an “Exclusion Removal”). Upon in each Exclusion Removal, Exhibit K shall be modified by case without the Parties in respect prior written consent of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalSellers (such consent not to be unreasonably withheld, conditioned or delayed).

R&W Insurance Policy. Buyer 1 (a) As of the date hereof, the Purchaser shall acquire the buyer-side representation and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related to warranty insurance policy (the “R&W Insurance Policy”), including attached hereto as Exhibit G (which for the total premiumavoidance of doubt, underwriting costsshall include a binder agreement with respect thereto), brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following naming Purchaser and/or an Affiliate thereof as the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy“named insured”. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the The R&W Insurance Policy as promptly as practicable will contain (i) policy coverage to include inaccuracies in and breaches of the (A) all of the representations and warranties of the Company set forth in any event prior Article III hereof and other customary matters in an amount equal to the Principal Closing. Sellers shall provide$25,000,000 (ii) no entitlement to, and shall cause their Affiliates to providean express waiver of, such cooperation in connection with subrogation rights of recovery against Company Securityholders, the arrangement of the R&W Insurance Policy as may be reasonably requested by Buyer and which is necessary, customary Company or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all any of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 pastformer shareholders, present or future direct or indirect equityholdermanagers, membermembers, managerdirectors, directorofficers, officeremployees, partner, employee, Affiliate, agent, advisor or representative (or the functional equivalent agents and representatives of any such position) of the foregoing (the “Seller Related PersonsGroup”), except in the case of Fraud by any such Seller Related Person fraud and (yiii) that no requirement to make a claim against any member of the 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 Group before claiming under the R&W Insurance Policy Policy. (b) In connection with the R&W Insurance Policy, the Purchaser covenants and agrees (i) to take all commercially reasonable and customary steps without Sapphire’s prior written consent. Buyer agrees toany requirements to make additional payment (excluding retention amounts, and if payable by the Purchaser in accordance with the terms herein) after Closing to cause its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphire, to minimize or eliminate any exclusions from ensure coverage under the R&W Insurance Policy for is not cancelled, waived or altered in a way that negatively impacts the Seller Group or that would allow the insurer thereunder or any other Person to subrogate or otherwise seek recovery against any Seller and (ii) not to, and to ensure that its Affiliates, officers, managers, members, directors, agents and representatives do not, take any action (or omit to take any action) the effect of which there is would, or would reasonably be expected to, cause the R&W Insurance Policy not to be in full force and effect, or amend any provision or waive any subrogation provision contained in the R&W Insurance Policy, in each case in a corresponding Specified Indemnity Matter under this Agreement manner adverse to the Company Securityholders without the prior written consent of the Company (each, an “Exclusion Removal”prior to Closing) or the Securityholder Representative (following the Closing). Upon each Exclusion Removal, Exhibit K The Purchaser shall be modified by promptly deliver to the Parties in respect Company (prior to Closing) or the Securityholder Representative (following the Closing) a copy of the corresponding Specified Indemnity Matter in manner that is mutually agreeable R&W Insurance Policy upon it becoming issued and that is consistent with the Exclusion Removaleffective.

R&W Insurance Policy. (a) On or prior to the Initial Closing Date, Buyer shall use reasonable efforts to obtain the R&W Insurance Policy and Sapphire to bind the R&W Insurance Policy on substantially the terms and conditions set forth on, and in substantially the form attached hereto as, Exhibit M. The R&W Insurance Policy shall each pay insure against any inaccuracies in, or breach of, the representations and warranties made by the Seller in this Agreement, any Related Agreement and in any certificate delivered pursuant to Section 2.5(a). On or prior to the Initial Closing Date, Buyer shall pay, or cause to be paid 50% of paid, the premiums (including all costs associated fees and expenses taxes) related to obtaining the R&W Insurance Policy in an aggregate amount not to exceed $[***]. Such amount will be deducted from the Purchase Price in accordance with Section 2.3(a)(i)(E) hereof. Sellers shall pay, or cause to be paid, from the Escrow Account any amounts required to erode or exhaust any retention applicable to the R&W Insurance Policy, including in an aggregate amount not to exceed the total premiumEscrow Amount. Notwithstanding any provision contained herein to the contrary, underwriting costsBuyer obtaining and binding the R&W Insurance Policy pursuant to the terms and conditions hereof shall not be, brokerage commissions and shall not be deemed to be, a condition to the Closing. (b) The Buyer shall use commercially reasonable efforts to cause the R&W Insurance Policy to contain a waiver of subrogation clause pursuant to which the insurer expressly waives any subrogation rights or any other fees and expenses of such policy andclaims against any Seller, or any Affiliate thereof, in connection therewithwith any claim made by any Buyer Indemnified Party thereunder (except in respect of fraud with respect to any warranties and representations contained herein or in any certificate delivered pursuant to Section 2.5(a)), promptly following and Buyer shall not, without the execution prior written consent of Sellers, waive any such subrogation clause or amend, modify or delete any such subrogation clause in any manner that is adverse to any Seller or Affiliate thereof. The coverages provided under the R&W Insurance Policy have been selected at the sole determination and discretion of Buyer on its behalf and on behalf of the Buyer Indemnified Parties, at their own risk, and Sellers shall have no obligation or Liability with respect thereto, including with respect to any adequacy of coverage. (c) Except with respect to a claim for fraud, (i) the sole and exclusive remedy of the Buyer Indemnified Parties for any claim related to, arising under, or in connection with a breach of any warranty or representation contained in this Agreement, each of Buyer any Related Agreement, or in any certificate delivered pursuant to Section 2.5(a) shall be to make a claim under Section 8.2(a)(i) hereof and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy, and (ii) the sole and exclusive recourse of the Buyer Indemnified Parties against Sellers in respect of any and all claims related to, arising under, or in connection with a breach of any representation or warranty contained in this Agreement, any Related Agreement or in any certificate delivered pursuant to Section 2.5(a) shall be to recover the Escrow Amount from the Escrow Account. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under The provisions of Article VIII, including any limitations, conditions and restrictions set forth in Article VIII, shall still apply if (i) the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provideis never issued by an insurer, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of (ii) the R&W Insurance Policy as may be reasonably requested by is revoked, cancelled or modified in any manner after issuance, or (iii) any Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations Indemnified Party makes a claim under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 R&W Insurance Policy for which there claim is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal”). Upon each Exclusion Removal, Exhibit K shall be modified denied by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removalinsurer.

R&W Insurance Policy. Buyer and Sapphire shall each pay Prior to or cause to be paid 50% of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following concurrently with the execution of this Agreement, each Purchaser shall cause to be bound and incepted a representations and warranties insurance policy (a copy of Buyer and Sapphire which Purchaser shall pay 50% of have provided Seller prior to the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under execution thereof) (the “R&W Insurance Policy”). Buyer will use commercially reasonable efforts Seller and Purchaser shall each pay, or cause to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall providebe paid, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement fifty percent (50%) of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding premium required for issuance of the R&W Insurance Policy. The Parties acknowledge and agree that Following the final issuance of the R&W Insurance Policy, Purchaser agrees to use reasonable best efforts to keep the R&W Insurance Policy expressly provides (x) that in full force and effect for the insurer(s) issuing policy period set forth therein. Upon its final issuance, Purchaser shall deliver the R&W Insurance Policy have waived any right of subrogationto Seller. The Parties acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to Seller entering into the transactions contemplated by this Agreement, claims for contribution and Seller is relying on Purchaser’s covenants and obligations set forth in this Section 5.10. The R&W Insurance Policy shall include a provision whereby the insurer expressly waives, and irrevocably agrees not to pursue, directly or assignment or otherwise, against the Sellersindirectly, any subrogation rights against Seller or any of their respective its Affiliates, or any pastformer shareholders, present or future direct or indirect equityholdermanagers, membermembers, managerdirectors, director, officer, partner, employee, Affiliate, agent, advisor or representative (or the functional equivalent officers and employees of any such position) (the “Seller Related Persons”), except in the case of Fraud by any such Seller Related Person and (y) that the 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 with respect to any claim made by any insured thereunder, which waiver Seller may enforce directly against the insurer of the R&W Insurance Policy Policy, other than in the event of Actual Fraud on the part of Seller in respect of any of the representations set forth in Article III. Purchaser shall not waive, amend, modify or otherwise revise this subrogation provision under the R&W Insurance Policy, or allow such provision to be waived, amended, modified or otherwise revised by any other Person, in each case, without SapphireSeller’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned. Buyer agrees toFor the avoidance of doubt, and to cause in no event shall Seller’s obligations or liability under Article VII be expanded or increased as a result of any failure by Purchaser or its Affiliates to obtain a representation and Representatives towarranty insurance policy or, use reasonable best effortsif obtained, in coordination with Sapphire, to minimize or eliminate any exclusions from coverage under 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removalterms or conditions thereof.

R&W Insurance Policy. If Buyer and Sapphire shall each pay or cause elects to be paid 50% of all costs and expenses related to the obtain a R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire (a) shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under cause the R&W Insurance Policy as promptly as practicable to expressly provide that the insurer or carrier shall not directly or indirectly pursue any subrogation rights against Seller or its Affiliates, and/or any of the Non-Recourse Parties, except for a claim solely against Seller with respect to Fraud (the “R&W Subrogation Waiver”) and (b) shall not amend, modify, terminate or waive the R&W Subrogation Waiver in a manner which is adverse to Seller or its Affiliates, and/or any event prior to of the Principal ClosingNon-Recourse Parties. Sellers shall provideThe Acquired Companies shall, and shall cause their Affiliates to provideits Representatives to, such cooperation in connection with the arrangement of the R&W Insurance Policy as may be reasonably requested by Buyer and which is necessary, customary or advisable in connection cooperate with Buyer’s efforts , execute and deliver such documents and take such actions as Buyer may reasonably request in order to enable Buyer to obtain the any R&W Insurance Policy. Buyer will use reasonable best efforts to comply ; provided that (i) such requested cooperation shall not unreasonably disrupt or interfere with the business or the operations of the Acquired Companies, and (ii) nothing in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary sentence shall require cooperation to the binding of extent that such cooperation would (A) require the R&W Insurance Policy. The Parties acknowledge and agree that execution by Seller or 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 Acquired Companies or assignment or otherwise, against the Sellers, any of their respective Affiliatesemployees, officers, directors or managers of a “no claims declaration” or similar document, (B) cause any pastbreach of this Agreement or cause any condition to the Closing to not be satisfied, present (C) require the Acquired Companies or future direct Seller to pay any premium or indirect equityholder, member, manager, director, officer, partner, employee, Affiliate, agent, advisor incur other fees or representative expense or (D) obligate the Acquired Companies to provide any information that would violate any obligations of confidentiality or the functional equivalent result in a violation of Law or loss of any such position) (privilege. Notwithstanding any provision contained herein to the “Seller Related Persons”)contrary, except in the case Xxxxx’s obtaining and binding of Fraud by any such Seller Related Person and (y) that the 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 a R&W Insurance Policy without Sapphire’s prior written consent. Buyer agrees topursuant to the terms and conditions hereof shall not be, and to cause its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphireshall not be deemed, to minimize or eliminate any exclusions from coverage under be a condition to 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalClosing.

R&W Insurance Policy. Buyer and Sapphire shall each pay (a) Prior to or cause to be paid 50% of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following concurrently with the execution of this Agreement, each the Purchaser shall pay, or cause to be paid, the nonrefundable down payment of Buyer premium and Sapphire the underwriting fee of $35,000 to VALE Insurance Partners, LLC (the “R&W Insurer”) to bind and incept coverage under a representations and warranties insurance policy substantially in the form attached hereto as Annex A (the “R&W Insurance Policy”). Purchaser shall pay 50% the R&W Insurer the remainder of the required deposit fee premium and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement costs required for issuance of the R&W Insurance Policy at the Closing. (b) At or promptly following the Closing, or with respect to amounts paid by Purchaser following the Closing, promptly following Seller’s receipt of notice from Purchaser that such amounts have actually been paid, Seller shall reimburse Purchaser for the lesser of $1,000,000 and 50% of the cost of the premium for the R&W Insurance Policy actually paid under the terms of the R&W Insurance Policy by Purchaser with respect thereto, inclusive of the premium, any applicable broker’s fees and Taxes. (c) On or prior to the Closing, Purchaser shall execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be reasonably requested required by Buyer and which is necessary, customary or advisable the R&W Insurer in connection with Buyer’s efforts to obtain (i) binding coverage under the terms of the R&W Insurance Policy on the date hereof and (ii) issuing the final R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under Purchaser shall cause the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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”)include a provision whereby, except in the case of Fraud actual fraud by Seller or the Seller Entities with respect to the representations and warranties of Seller contained in this Agreement, the R&W Insurer expressly waives, and irrevocably agrees not to pursue, directly or indirectly, any subrogation rights against Seller or any of 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 and such Seller Related Person and (y) that the Seller Related Persons are shall be express third-party beneficiaries of such waiver. From and after the Closing, Buyer provision. (d) Purchaser shall not (and waive, amend, modify or otherwise revise this subrogation provision under the R&W Insurance Policy, or allow such provision to be waived, amended, modified or otherwise revised by any other Person, in each case, without Seller’s prior written consent, which Seller may grant or withhold in its sole discretion. In addition, Purchaser shall cause its Affiliates not to) agree to waive, amend, modify or otherwise revise any amendment, modification, variation, termination or waiver of the foregoing provisions provision of the R&W Insurance Policy with respect to any amounts payable thereunder or any retention thereunder or that would increase the amount Purchaser would be required to pay to Seller pursuant to this Section 5.13, in each case without SapphireSeller’s prior written consent. Buyer agrees to, and to cause which Seller may grant or withhold in its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphire, to minimize or eliminate any exclusions from coverage under 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removalsole discretion.

R&W Insurance Policy. Buyer and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly (a) Promptly following the execution of this Agreement, each of the Buyer and Sapphire shall pay 50% of the required deposit fee and take all other out-of-pocket payments or fees action reasonably necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W Insurance Policy. The Parties acknowledge and agree that Buyer shall cause the R&W Insurance Policy expressly provides (x) to be issued as promptly as practicable following the Closing, which policy shall, for the avoidance of doubt, include terms to the effect that the insurer(sR&W Insurer waives its rights to bring any claim against the Seller or any other or any of its Affiliates and its or their respective officers, directors, employees or agents in connection with this Agreement and the transactions contemplated hereby by way of subrogation, claim for contribution or otherwise, other than claims by way of subrogation against the Seller or any of its Affiliates to the extent that the relevant Losses arose out of Fraud by the Seller or any of its Affiliates or its or their respective officers, directors, employees or agents. (b) issuing After the Closing, the Buyer agrees that it will: (i) comply with the terms of any post-Closing deliverables set out in 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 Policy; (or the functional equivalent of any such positionii) (the “Seller Related Persons”), except in the case of Fraud by any such Seller Related Person and (y) that the 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 variation or waiver of the foregoing subrogation provisions in the R&W Insurance Policy to the extent adverse to the Seller (or do anything which has a similar effect) without the Seller’s prior written consent; and (iii) ensure that the terms of the R&W Insurance Policy without Sapphire’s prior written consent. Buyer agrees to, and provide that no insurer or Person claiming through an insurer in relation 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 R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under brings any claim against the Seller or any of its Affiliates and its or their respective officers, directors, employees or agents in connection with this Agreement and the transactions contemplated hereby by way of subrogation (each, an “Exclusion Removal”). Upon each Exclusion Removal, Exhibit K shall be modified other than with respect to Fraud by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalSeller), claim for contribution or otherwise.

R&W Insurance Policy. Buyer and Sapphire shall each pay or cause (a) During the Pre-Closing Period, Parent may acquire a binding agreement (the “Binder Agreement”) to be paid 50% issued by Liberty Surplus Insurance Corporation (the “R&W Insurance Company”) at Closing of all costs a Parent-side representation and expenses related warranty insurance policy (the “R&W Insurance Policy”) naming Parent as the “named insured” and the Parent Indemnified Parties (including, following the Closing, the Alta Companies) as additional insureds. The R&W Insurance Policy will contain (i) an applicable deductible or retention (the “R&W Deductible”) amount no greater than an amount equivalent to $3,300,000 (as of the Closing), (ii) policy coverage to include inaccuracies in and breaches of the representations and warranties of Equityholder and the Company, (iii) a limit of liability no less than $44,000,000, (iv) no entitlement to subrogation rights of recovery against any Shareholders, except in the case of fraud, and (v) such further terms as set forth in the Binder Agreement. If Parent determines in its sole discretion to acquire the R&W Insurance Policy, including each Party shall use reasonable best efforts to satisfy the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, conditions set forth in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary Binder Agreement to bind Buyer’s coverage under ensure that the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage Policy is fully bound and in full force and effect at the Closing. (b) If the R&W Insurance Policy is acquired, from and after the Closing, Parent shall notify Equityholder in connection with any claim made by any Parent Indemnified Party under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provideextent requested in writing, Equityholder shall, and shall cause their Affiliates to provide, such cooperation use good faith efforts to reasonably cooperate with the Parent Indemnified Parties in connection with the arrangement of the R&W Insurance Policy as may be reasonably requested any claim made by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain such Person under the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under If the R&W Insurance Policy and is acquired, without the binder relating thereto necessary to the binding prior written consent of the R&W Insurance Policy. The Parties acknowledge and agree that Equityholder, Parent shall not terminate or amend or waive 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 pastprovision, present right or future direct remedy thereunder) in any respect that would negatively impact Equityholder and at any time during the period in which Parent 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 the case of Fraud by any such Seller Related Person and (y) that the 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 Merger Sub has a right to any amendment, modification, variation, termination or waiver of the foregoing provisions of the R&W Insurance Policy without Sapphire’s prior written consent. Buyer agrees to, and assert a claim for indemnification pursuant 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalArticle 6.

R&W Insurance Policy. Buyer and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly (a) Promptly following the execution of this Agreement, each of but in any event no later than five (5) Business Days, Seller Parent will pay to Buyer and Sapphire shall pay 50% of Parent the required irrevocable deposit fee and all other out-of-pocket payments or fees necessary underwriting fee with respect to bind Buyer’s coverage under the R&W Insurance PolicyPolicy in accordance with the terms and conditions of the Binder Agreement. Prior to Closing, reasonably promptly following the written request of Seller Parent, Buyer Parent will use commercially reasonable efforts pay to take all such other necessary actions Seller Parent any additional premium or similar fee required to bind Buyer’s be paid to the R&W Insurer in order to extend the effectiveness of the Binder Agreement through the Closing. (b) Seller Parent shall, and shall cause its respective Affiliates to, cooperate with Buyer Parent to ensure the conditions under the Binder Agreement are satisfied and coverage under the R&W Insurance Policy as promptly as practicable and in any event prior is available at Closing, including delivering to Buyer Parent two (2) electronic copies (by CD-ROM, USB drive or other means) of the Principal Closing. Sellers shall provide, and shall cause their online data room maintained by or on behalf of Seller Parent or its Affiliates to provide, such cooperation or Representatives at xxxxx://xxxxxxxxxxx.xxxxxxxxxxx.xxx in connection with the arrangement of transactions contemplated by this Agreement at or within five (5) Business Days following Closing. Promptly following Closing, but in any event no later than ten (10) Business Days, Seller Parent will pay to Buyer Parent all remaining premiums, fees, expenses, commissions, taxes and other costs payable under the R&W Insurance Policy as may be reasonably requested by Binder Agreement. (c) Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer Parent will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto Binder Agreement necessary to the binding of the R&W Insurance PolicyPolicy including remitting all premiums, fees, expenses, commissions, taxes and other costs to the R&W Insurer when due and payable pursuant to the Binder Agreement. The Parties acknowledge and agree that the R&W Insurance Policy expressly provides shall provide that Liberty Surplus Insurance Corporation (xthe “R&W Insurer”) that the insurer(s) issuing the R&W Insurance Policy have has waived any right of subrogation, claims for contribution or assignment or otherwise, subrogation 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”)Retained Companies, except in the case of Fraud by any Fraud, and that such waiver may not be amended without the prior written consent of Seller Related Person and (y) that the Seller Related Persons are express third-party beneficiaries of such waiverParent. From and Buyer Parent shall not agree, whether prior to or after the Closing, Buyer shall not (and shall cause its Affiliates not to) agree to any amendment, modification, variation, termination variation or waiver of the foregoing provisions of the Binder Agreement or R&W Insurance Policy Policy, as applicable (or do anything which has a similar effect) which would adversely and disproportionately (relative to its impact on any Buyer Indemnitees) impact Seller Parent without SapphireSeller Parent’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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.

R&W Insurance Policy. Buyer has bound and Sapphire delivered to 7-Eleven the R&W Insurance Policy as of the Signing Date. Buyer shall each pay or cause take all actions reasonably necessary to be paid 50% complete the applicable conditions in the conditional binder (other than the condition that the Initial Closing has occurred) to the R&W Insurance Policy within the times set forth in the R&W Insurance Policy to maintain the R&W Insurance Policy in full force and effect. Following the final issuance of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary agrees to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under keep the R&W Insurance Policy as promptly as practicable in full force and effect for the policy period set forth in any event prior to the Principal Closingsuch policy. Sellers Upon its final issuance, Buyer shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of deliver the R&W Insurance Policy as 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 Policy7-Eleven. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under acknowledges that Buyer obtaining the R&W Insurance Policy is a material inducement to the Seller Parties entering into the transactions contemplated by this Agreement, and the binder relating thereto necessary Seller Parties are relying on Buyer’s covenants and obligations set forth in this Section 4.11. In addition, the R&W Insurance Policy may not be amended or waived by Buyer in any manner that is adverse to any Seller Party or any of their respective Affiliates without such Seller Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and the binding subrogation provisions therein may not be amended or waived in any manner that is adverse to any Seller Party or any of their respective Affiliates without such Seller Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that Buyer or any of its Affiliates otherwise amends, waives, modifies or cancels the terms of the R&W Insurance Policy. The Parties acknowledge and agree that , in no event shall any Seller Party be liable under this Agreement for any liabilities or obligations in excess of such liabilities or obligations as they would have under this Agreement if 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 the case of Fraud by any such Seller Related Person and (y) that the 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 form as of the foregoing provisions of the R&W Insurance Policy without Sapphire’s prior written consent. Buyer agrees toSigning Date had not been so amended, and to cause its Affiliates and Representatives towaived, use reasonable best efforts, in coordination with Sapphire, to minimize modified or eliminate any exclusions from coverage under 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removalcancelled.

R&W Insurance Policy. Buyer and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related to The Parties acknowledge that the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under Purchaser has obtained the R&W Insurance Policy as promptly as practicable to provide the Purchaser with insurance coverage in respect of any inaccuracy or breach of any of the representations and in any event prior warranties of the Seller or the Company contained herein, subject to the Principal Closing. Sellers shall provide, terms and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding conditions of the R&W Insurance Policy. The Parties acknowledge and agree that Purchaser has bound the R&W Insurance Policy expressly provides as of the date hereof. The Purchaser shall take all actions, and the Company and its Subsidiaries shall reasonably cooperate with Purchaser, in each case as reasonably necessary to satisfy the applicable conditions set forth in the conditional binder (x) other than the condition that the insurer(sClosing has occurred) issuing to the R&W Insurance Policy have waived any right of subrogationwithin the times set forth therein and to maintain the R&W Insurance Policy in full force and effect. Except to the extent that such costs and expenses are included in Transaction Expenses, claims for contribution or assignment or otherwise, against the Sellers, any of their respective AffiliatesPurchaser, or any pastan Affiliate thereof, present or future direct or indirect equityholderis responsible for all costs to procure, membermaintain and make claims under the R&W Insurance Policy, managerincluding all premiums, directorretention amounts, officerTaxes, partner, employee, Affiliate, agent, advisor or representative (or the functional equivalent expenses and costs of any such position) (nature. The R&W Insurance Policy names the “Purchaser, or an Affiliate thereof, as an insured thereof. Following the final issuance of the R&W Insurance Policy, the 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. The parties acknowledge that the Purchaser obtaining the R&W Insurance Policy is a material inducement to the Seller Related Persons”)entering into the transactions contemplated by this Agreement, and the Seller is relying on the Purchaser’s covenants and obligations set forth in this Section 6.13. The R&W Insurance Policy shall include a provision whereby the insurer expressly waives, and irrevocably agrees, except in the case of Fraud of the Company or Seller, not to pursue, directly or indirectly, any right of subrogation against the Seller or any of its Affiliates, or any former shareholders, managers, members, directors, officers, employees, agents or representatives of any of the foregoing with respect to any claim made by any insured thereunder, and such Seller Related Person and (y) that the Seller Related Persons are shall be express thirdthird party-party beneficiaries of such waiverprovision. From and after the ClosingIn addition, 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 may not be amended or waived by the Purchaser in any manner that is materially adverse to the Seller or any of its Affiliates without Sapphirethe Seller’s prior written consent. Buyer agrees toconsent (which shall not be unreasonably withheld, and to cause its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphire, to minimize conditioned or eliminate any exclusions from coverage under the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal”delayed). Upon each Exclusion Removal, Exhibit K shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.

R&W Insurance Policy. Buyer Purchaser will use its reasonable best efforts to obtain a conditional binder to a representation and Sapphire warranty and pre-closing tax indemnity insurance policy (the “R&W Insurance Policy”) as promptly as possible after the date hereof. Purchaser shall each pay or cause use reasonable best efforts to be paid 50% 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 all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary Purchaser agrees to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under keep the R&W Insurance Policy in full force and effect for the binder relating thereto necessary to the binding of policy period set forth therein. Upon its final issuance, Purchaser shall deliver the R&W Insurance PolicyPolicy to Parent. The Parties acknowledge and agree that Purchaser obtaining the R&W Insurance Policy expressly provides (x) that is a material inducement to Parent entering into the insurer(s) issuing the transactions contemplated by this Agreement, and Parent is relying on Purchaser’s covenants and obligations set forth in this Section 5.16. The R&W Insurance Policy have waived any right of subrogationshall include a provision whereby the insurer expressly waives, 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”)and irrevocably agrees, except in the case of Fraud Actual Fraud, not to pursue, directly or indirectly, any subrogation rights against Parent or any of its Affiliates, or any former stockholders, managers, members, directors, officers, employees, agents or Representatives of any of the foregoing with respect to any claim made by any insured thereunder and such Seller Related Person and (y) that the Seller Related Persons are shall be express third-party beneficiaries of such waiverprovision. From and after the ClosingIn addition, 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 may not be amended or waived by Purchaser in any manner that is adverse to Parent or any of its Affiliates without SapphireParent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), 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. Buyer agrees to, and to cause In the event that Purchaser or any of its Affiliates and Representatives tootherwise amends, use reasonable best effortswaives, modifies, fails to obtain, or cancels the terms of the R&W Insurance Policy, in coordination with Sapphire, to minimize no event shall Parent be liable under Article X for any liabilities or eliminate any exclusions from coverage obligations in excess of such liabilities or obligations as they would have under Article X if the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement (eachhad not been so amended, an “Exclusion Removal”). Upon each Exclusion Removalwaived, Exhibit K shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removalor cancelled.

R&W Insurance Policy. Buyer and Sapphire shall each pay Prior to or cause to be paid 50% of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following concurrently with the execution of this Agreement, each Purchaser shall cause to be bound and incepted a representations and warranties insurance policy (a copy of Buyer and Sapphire which Purchaser shall pay 50% of have provided Seller prior to the required deposit fee execution thereof) (the “R&W Insurance Policy”). Purchaser shall pay, or cause to be paid, the premium and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding costs required for issuance of the R&W Insurance Policy. The Parties acknowledge and agree that Following the final issuance of the R&W Insurance Policy, Purchaser agrees to use reasonable best efforts to keep the R&W Insurance Policy expressly provides (x) that in full force and effect for the insurer(s) issuing the R&W Insurance Policy have waived any right of subrogationpolicy period set forth therein. Upon its final issuance, 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 the case of Fraud by any such Seller Related Person and (y) that the Seller Related Persons are express third-party beneficiaries of such waiver. From and after the Closing, Buyer Purchaser shall not (and shall cause its Affiliates not to) agree to any amendment, modification, variation, termination or waiver of the foregoing provisions deliver a copy of the R&W Insurance Policy to Seller. The Parties acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to Seller entering into the transactions contemplated by this Agreement, and Seller is relying on Purchaser’s covenants and obligations set forth in this Section 5.10. The R&W Insurance Policy shall include a provision whereby the insurer expressly waives, and irrevocably agrees not to pursue, directly or indirectly, any subrogation rights against Seller or any of its Affiliates, or any former shareholders, managers, members, directors, officers and employees of any of the foregoing with respect to any claim made by any insured thereunder, which waiver Seller may enforce directly against the insurer of the R&W Insurance Policy, other than in the event of Actual Fraud. Purchaser shall not waive, amend, modify or otherwise revise this subrogation provision under the R&W Insurance Policy, or allow such provision to be waived, amended, modified or otherwise revised by any other Person, in each case, without SapphireSeller’s prior written consent, which Seller may grant or withhold in its sole discretion. Buyer agrees toFor the avoidance of doubt, and to cause in no event shall Seller’s obligations or liability under Article VII be expanded or increased as a result of any failure by Purchaser or its Affiliates to obtain a representation and Representatives towarranty insurance policy or, use reasonable best effortsif obtained, in coordination with Sapphire, to minimize or eliminate any exclusions from coverage under 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removalterms or conditions thereof.

R&W Insurance Policy. In connection with the transactions contemplated hereby, Buyer and Sapphire shall each pay or cause to be paid 50% has obtained a R&W Insurance Policy effective as of all costs and expenses related to the Closing Date. During the term of the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire (i) shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under maintain the R&W Insurance Policy as promptly as practicable in full force and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person effect and (yii) that the 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 toAffiliates, to not) agree to (A) amend, modify, terminate, or waive any amendment, modification, variation, termination or waiver of subrogation set forth in the foregoing provisions R&W Insurance Policy without the prior written consent of Seller (B) take any action or omit to take any action that would result in the cancellation, termination, amendment or modification of the R&W Insurance Policy without Sapphire’s prior written consent. Buyer agrees toor coverage thereunder other than by payment of claims thereunder, and to cause its Affiliates and Representatives toor (C) permit the assignment, use reasonable best efforts, in coordination with Sapphire, to minimize substitution or eliminate any exclusions from coverage transfer of the rights or obligations of the insurer under the R&W Insurance Policy other than as allowed by the terms of the R&W Insurance Policy. If the R&W Insurance Policy is terminated by the insurance company for which there is any reason other than Buyer’s Fraud, Buyer shall use commercially reasonable efforts to obtain or cause to be obtained, and Seller shall use commercially reasonable efforts to cooperate in good faith with Buyer to obtain a corresponding Specified Indemnity Matter under replacement R&W Insurance Policy to provide coverage for Buyer with respect to Losses. If and to the extent any additional legal, regulatory, financial or other due diligence matters are reasonably requested by Buyer in writing in connection with securing the R&W Insurance Policy or any such replacement coverage, Seller shall promptly use its commercially reasonable efforts to provide such materials. Seller shall be responsible for 50% of the cost of the R&W Insurance Policy Premium, with Seller’s portion of the R&W Insurance Policy Premium to be treated as Seller Transaction Expenses for all purposes of this Agreement (each, an the “Exclusion RemovalSeller R&W Fee”). Upon each Exclusion Removal, Exhibit K shall be modified The parties hereto acknowledge and agree that the failure by Buyer to obtain the R&W Insurance Policy by the Parties Closing and/or to maintain the R&W Insurance Policy in respect accordance with this Section 5.18 shall not in any manner increase the liability of the corresponding Specified Indemnity Matter Indemnifying Parties otherwise applicable under the provisions in manner that is mutually agreeable and that is consistent with Article VI hereof and, in the Exclusion Removalevent of such failure to obtain the R&W Insurance Policy, the Seller R&W Fee shall not be considered a Seller Transaction Expense for purposes of this Agreement.

R&W Insurance Policy. Buyer and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. The Buyer will use commercially reasonable efforts to take all negotiate and obtain, as promptly as reasonably practicable after the date of this Agreement, a representations and warranties insurance policy (the “R&W Insurance Policy”) for the benefit of the Buyer with a retention amount of $4,000,000 (the “Retention Amount”) and otherwise on terms and conditions (including policy liability limit) acceptable to the Buyer. The R&W Insurance Policy is anticipated to be issued at or prior to the Closing by an insurance carrier selected by the Buyer in the name and for the benefit of the Buyer Indemnitees, covering certain potential Losses for which any Buyer Indemnitee may be entitled to indemnification pursuant to Section 10.1. All premiums, fees, costs and expenses of such other necessary actions R&W Insurance Policy will be borne by the Buyer; provided, that if the Sellers’ Representative requests in writing to bind Buyer’s coverage the Buyer on or before the date that is ten Business Days after the date hereof, the Buyer will use commercially reasonable efforts to negotiate and obtain a R&W Insurance Policy with a Retention Amount lower than $4,000,000 (including zero retention), in which case any increased cost of the premium for the R&W Insurance Policy as a result of the reduced Retention Amount will be a Company Transaction Expense. The Sellers and the Company shall provide such reasonable cooperation to the Buyer and the applicable insurance provider as reasonably requested by the Buyer and such insurance provider in connection with obtaining such R&W Insurance Policy; provided, however, that (a) neither the Company nor any Seller shall be required to incur any costs or expenses related to such cooperation, and (b) any access or information provided by the Company Entity or any Seller to the insurance carrier under the R&W Insurance Policy as promptly as practicable shall be provided subject to, and in any event prior accordance with, Section 6.2. Following the Closing, the Sellers shall provide reasonable cooperation to the Principal Closing. Sellers shall provideBuyer, the applicable insurance provider and shall cause their Affiliates to provide, such cooperation the Company in connection with pursuing claims under the arrangement R&W Insurance Policy if requested by Buyer or the applicable insurance provider. Notwithstanding the foregoing or any other provision of this Agreement, the Buyer acknowledges and agrees that the successful securing of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary shall not constitute a condition to the binding obligation of the R&W Insurance Policy. The Parties acknowledge and agree that Buyer to consummate 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalTransactions.

R&W Insurance Policy. Buyer Purchaser will use its reasonable best efforts to obtain a conditional binder to a representation and Sapphire warranty and pre-closing tax indemnity insurance policy (the “R&W Insurance Policy”) as promptly as possible after the date hereof. Purchaser shall each pay or cause use reasonable best efforts to be paid 50% 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 all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary Purchaser agrees to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under keep the R&W Insurance Policy in full force and effect for the binder relating thereto necessary to the binding of the R&W Insurance Policypolicy period set forth therein. The Parties acknowledge and agree that Upon its final issuance, Purchaser shall deliver the R&W Insurance Policy expressly provides (x) to Parent. The parties acknowledge that the insurer(s) issuing Purchaser obtaining the R&W Insurance Policy have waived any right of subrogationis a material inducement to Parent entering into the transactions contemplated by this Agreement, claims for contribution or assignment or otherwiseand Parent is relying on Purchaser’s covenants and obligations set forth in this Section 5.18. The R&W Insurance Policy shall include a provision whereby the insurer expressly waives, 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”)and irrevocably agrees, except in the case of Fraud Actual Fraud, not to pursue, directly or indirectly, any subrogation rights against Parent or any of its Affiliates, or any former shareholders, managers, members, directors, officers, employees, agents or representatives of any of the foregoing with respect to any claim made by any insured thereunder and such Seller Related Person and (y) that the Seller Related Persons are shall be express third-third party beneficiaries of such waiverprovision. From and after the ClosingIn addition, 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 may not be amended or waived by Purchaser in any manner that is adverse to Parent or any of its Affiliates without SapphireParent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), 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. Buyer agrees to, and to cause In the event that Purchaser or any of its Affiliates and Representatives tootherwise amends, use reasonable best effortswaives, modifies or cancels the terms of the R&W Insurance Policy, in coordination with Sapphire, to minimize no event shall Parent be liable under Article X for any liabilities or eliminate any exclusions from coverage obligations in excess of such liabilities or obligations as they would have under Article X if the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement (eachhad not been so amended, an “Exclusion Removal”). Upon each Exclusion Removalwaived, Exhibit K shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removalor cancelled.

R&W Insurance Policy. Buyer 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 in order to bind the Insurer as of the Closing and Sapphire take any other actions necessary to cause the R&W Insurance Policy to incept as of the Closing. Parent shall each cause the R&W Insurance Policy to be issued promptly after the Closing. Prior to the Closing, Parent shall pay or cause to be paid 50% all of all the costs and expenses related to the R&W Insurance Policy, including including, without limitation, the total premium, underwriting costs, brokerage commissions commission, due diligence fees, Taxes related to such policy and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee take all steps and do all other out-of-pocket payments or fees necessary actions that may be reasonably required in order to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under ensure that the R&W Insurance Policy as promptly as practicable is issued on or before the Closing Date. The R&W Insurance Policy shall be on customary terms and in any event prior to conditions (including, for the Principal Closing. Sellers shall provideavoidance of doubt, (i) the Insurer expressly waiving, and 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 Group Companies, any Seller or any Seller’s equityholders with respect to any claim made by any insured thereunder and (ii) the Insurer expressly agreeing that Parent and its Affiliates shall cause their Affiliates have no obligation to provide, such cooperation 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 arrangement of the R&W Insurance Policy as may be reasonably requested by Buyer terms and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding conditions of the R&W Insurance Policy. The Parties acknowledge Parent and agree that its Affiliates will not (i) amend, waive or otherwise modify the R&W Insurance Policy expressly provides (x) in any manner that would allow the insurer(s) issuing insurer thereunder or any other Person to, except in the R&W Insurance Policy have waived case of fraud by the Company in the making of representations and warranties in this Agreement, subrogate or otherwise make or bring any right of subrogation, claims for contribution action or assignment or otherwise, proceedings against the Sellersany Seller, any Seller’s equityholders, any Group Company or any of their respective Affiliates, its Affiliates or any past, present or future direct or indirect equityholder, memberdirector, manager, director, officer, partneremployee or advisor of any Seller or Group Company based upon, employeearising out of, Affiliateor related to this Agreement, agent, advisor or representative (or the functional equivalent negotiation, execution or performance of this Agreement or that would reasonably be likely to result in any such Person having any liability arising from any breach of any representation or warranty in this Agreement or any other Transaction Agreement or (ii) novate or otherwise assign its rights under such position) (the “Seller Related Persons”), except in the case of Fraud by any such Seller Related Person and (y) that the 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 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 R&W Insurance Policy for do anything which there is has a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal”similar effect). Upon each Exclusion Removal, Exhibit K shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.

R&W Insurance Policy. Notwithstanding anything herein to the contrary, (a) all claims by Buyer Indemnified Parties for any Losses under this Article IX, to the extent not satisfied by the Indemnification Fund and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related to the extent covered by the R&W Insurance Policy, including shall be asserted against the total premiumR&W Insurance Policy and resolved in compliance with the procedures set forth in the R&W Insurance Policy, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind (b) Buyer’s coverage sole and exclusive remedy for any Losses under Section 9.1, except with respect to Intentional Fraud, shall be first, the Indemnification Fund, and second, the R&W Insurance Policy, and Buyer shall be permitted to be indemnified only from the Indemnification Fund for any amounts not acknowledged as covered and payable under the R&W Insurance Policy by the insurer within the timeframe for such acknowledgement set forth in the R&W Insurance Policy. Except as set forth in this Section 9.8, the Stockholders and Option Holders shall have no indemnification obligation to Buyer or Merger Sub with respect to Losses under this Article IX. Any objections by the provider under the R&W Insurance Policy for any indemnification claim brought by a Buyer Indemnified Party, as well as the resolution of any disputes related thereto, shall also proceed in accordance with the procedures set forth in the R&W Insurance Policy. Buyer will use commercially reasonable efforts agrees to take all such other necessary actions pay the total premium and any related costs (including but not limited to bind Buyer’s coverage under Taxes, underwriting fees and broker fees and commissions associated with the R&W Insurance Policy as promptly as practicable Policy) for the R&W Insurance Policy; provided, however, fifty percent (50%) of such premium and in any event prior to related costs shall be deemed Transaction Expenses and borne by the Principal ClosingCompany. Sellers shall provide, Buyer acknowledges and shall cause their Affiliates to provide, such cooperation in connection with agrees that the arrangement obtaining of the R&W Insurance Policy as may be reasonably requested by Buyer is not a condition to the Closing and which is necessary, customary or advisable in connection with that Buyer’s efforts failure or inability to obtain the R&W Insurance PolicyPolicy shall not affect the Buyer’s and Merger Sub’s obligation to consummate the transactions contemplated hereunder. In addition, Buyer will use reasonable best efforts to comply in all material respects with all acknowledges and agrees that the obtaining of its obligations under the R&W Insurance Policy and shall not materially impede or delay the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the Seller Related Persons are express third-party beneficiaries of such waiverClosing. From and after the ClosingClosing Date, Buyer shall not (and shall cause its Affiliates not toto not) agree to any amendment, modification, variation, termination or waiver of the foregoing provisions of amend the R&W Insurance Policy in a manner which would materially prejudice the Stockholders and other Seller Indemnified Parties without SapphireStockholders’ Representative’s prior written consent. consent (such consent not to be unreasonably withheld, conditioned or delayed); provided that the foregoing provision shall not be interpreted to in any way impair or diminish the right of 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 other insured under the R&W Insurance Policy to pursue and obtain recovery for which there is a corresponding Specified Indemnity Matter any Loss under this Agreement (each, an “Exclusion Removal”). Upon each Exclusion Removal, Exhibit K shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalR&W Insurance Policy.

R&W Insurance Policy. Buyer and Sapphire shall each pay or cause to be paid 50% During the term of all costs and expenses related to the R&W Insurance Policy, Purchaser will (and will cause its Affiliates to) cause the R&W Insurance Policy to remain in full force and effect, including (a) complying with and maintaining the total premiumR&W Insurance Policy in full force and effect, underwriting costs(b) paying when due all premiums, brokerage commissions commissions, fees, costs and other fees Taxes payable thereunder and expenses (c) satisfying on a timely basis all conditions necessary for the issuance of such policy and, in connection therewith, promptly following the execution or continuance of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer Purchaser will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W Insurance Policy. The Parties acknowledge and agree that ensure the R&W Insurance Policy expressly provides (x) that the insurer(s) issuing insurer of the R&W Insurance Policy have waived any right of (the “R&W Insurer”) irrevocably waives all subrogation, claims for contribution and similar rights, and will not pursue any claim against any Seller or assignment any of their Affiliates, or otherwise, against the Sellers, any of their respective Affiliatesformer, or any past, present or current and future direct or indirect equityholderrepresentatives, memberemployees, managerofficers, directordirectors, officerfinancing sources, partnermanagement companies, employeepartners, Affiliatemembers, agentequity holders, advisor controlling or representative (controlled persons, successors or the functional equivalent assigns of any such position) of the foregoing (collectively, the “Seller Related PersonsParties”), except ) other than in the case of Fraud by any such Seller Related Person (and (y) that only then with respect to the Seller Related Persons Party committing such Fraud) and (ii) each of the Seller Related Parties are express third-party beneficiaries of the R&W Insurer’s promise to not pursue any claim against the Seller Related Parties. Purchaser and its Affiliates will not terminate, cancel, amend, waive or otherwise modify the limitations on subrogation against the Seller Related Parties, the third party beneficiary language or the amendment provisions contained in the R&W Insurance Policy or otherwise amend the R&W Insurance Policy in such waiver. From and a manner that would increase the potential financial liability of the Seller Related Parties in connection with this Agreement prior to, at or at any time after the Closing, Buyer shall not (and shall cause its Affiliates not to) agree to any amendmentin each case, modification, variation, termination or waiver of the foregoing provisions of the R&W Insurance Policy without SapphireSellers’ Representative’s prior written consent. Buyer agrees toThe provisions of this Section 6.12 are intended to be for the benefit of, and to cause its Affiliates and Representatives toenforceable by, use reasonable best efforts, in coordination with Sapphire, to minimize or eliminate any exclusions from coverage under 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable Seller Related Parties and that is consistent with the Exclusion Removalsuch Seller Related Parties’ estates, heirs, representatives, successors and assigns.

R&W Insurance Policy. (a) Buyer and Sapphire shall each pay or cause has acquired a binding agreement (the “Binder Agreement”) to be paid 50% issued at Closing of all costs a buyer-side representation and expenses related warranty insurance policy (the “R&W Insurance Policy”), attached as Exhibit F, naming Buyer as the “named insured” and the Buyer Indemnified Parties (including, following the Closing, the Company Group) as additional insureds. The R&W Insurance Policy shall not contain any entitlement to subrogation rights of recovery against the Seller, except in the case of either Party’s willful and knowing Fraud with respect to the specific representations and warranties contained in Article III of this Agreement (in each case, as modified by the Disclosure Schedules) with the specific intent to deceive and mislead, where Buyer has relied on such Fraud and suffered Losses as a result thereof (and in such case, such entitlement to subrogation rights of recovery shall be limited to such Party committing such Fraud). Each Party shall use commercially reasonable efforts to satisfy the conditions set forth in the Binder Agreement to ensure that the R&W Insurance Policy is fully bound and in full force and effect at the Closing. (b) In connection with the R&W Insurance Policy, Buyer covenants and agrees not to, and to ensure that its Affiliates, officers, directors, managers, members, equityholders, agents and representatives do not, take any action (or omit to take any action) the effect of which would, or would reasonably be expected to, void, impair or otherwise abrogate any of the coverages provided or made available pursuant to or under the R&W Insurance Policy. The cost of obtaining the R&W Insurance Policy, including the total premiumall premiums and any related brokers fees, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of shall be paid by Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments at or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the 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 notify the Seller in connection with any amendment, modification, variation, termination or waiver of the foregoing provisions of the R&W Insurance Policy without Sapphire’s prior written consent. claim made by any 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 Indemnified Party under 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalPolicy.

R&W Insurance Policy. Buyer The Buyers shall obtain, at or prior to the Closing, a transaction representations and Sapphire warranties insurance policy from Liberty Surplus Insurance Corporation (together with an excess representations and warranties insurance policy from DUAL North America) (the “R&W Insurance Policy”). The Company shall, and shall each pay or 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 be paid 50% of all costs and expenses related to assist the Buyers in obtaining the R&W Insurance Policy, including (a) furnishing upon request to the total 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 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 Section 7.7. From and after the Effective Date, the Buyers shall 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 the event of Fraud). All fees and expenses (including all premium, underwriting costsor diligence fees, brokerage commissions and surplus line or premium Tax or other fees and expenses applicable Tax, fee or surcharge owing to the insurers) of such policy andthe R&W Insurance Policy shall be borne by the Buyers. The failure of the Buyers to obtain the R&W Insurance Policy shall not release the Buyer Representative, in connection therewiththe Buyers, promptly following the execution or Merger Sub of any of their respective obligations pursuant to this Agreement, each of Buyer and Sapphire including their obligation to consummate the Contemplated Transactions, nor shall pay 50% it increase the liability of the required deposit fee Seller Representative or any Seller. Any amounts payable from the Escrow Account pursuant to Sections 2.9, 2.10 and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage 2.11 shall be net of any net proceeds actually and indefeasibly received (after deduction of the costs of recovery, if any) under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.

R&W Insurance Policy. The Buyer Entities have delivered to Sellers the binder agreement, dated as of the date hereof (the “Binder Agreement”), between the Buyer Entities and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related QBE Specialty Insurance Co. (collectively, “Underwriter”), with respect to the buyer-side representation and warranty insurance policy attached thereto, naming the Buyer Entities and/or an Affiliate thereof as the “named insured” (the “R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy”). Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the The R&W Insurance Policy as promptly as practicable and in any event prior does not include an entitlement to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement subrogation rights of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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, recovery 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 the case of Fraud Fraud. As of the date hereof, the Binder Agreement is in full force and effect and has not been amended, restated or otherwise modified or waived, and the respective commitments in the Binder Agreement have not been withdrawn, modified or rescinded in any respect. The Binder Agreement includes all of the conditions precedent to the issuance of the final R&W Insurance Policy. The Binder Agreement has been duly and validly executed and delivered by any such Seller Related Person Buyer Entities and (y) that Underwriter and is a legal, valid and binding obligation of Buyer Entities and Underwriter enforceable against Buyer Entities and Underwriter in accordance with its terms, subject to the Seller Related Persons are express third-party beneficiaries Bankruptcy and Equity Exceptions. As of such waiver. From and after the Closingdate hereof, Buyer shall not (and shall cause its Affiliates not to) agree Entities has no reason to believe that any amendment, modification, variation, termination or waiver of the foregoing provisions conditions precedent to the issuance of the final R&W Insurance Policy without Sapphire’s prior written consenton the terms therein will not be satisfied. Each of Buyer agrees toEntities and Underwriter has the requisite power and authority to execute and deliver, and to cause perform its Affiliates covenants, agreements and Representatives toobligations under, use reasonable best efforts, in coordination with Sapphirethe Binder Agreement. The execution and delivery of the Binder Agreement by Buyer Entities and Underwriter and the performance by each of Buyer Entities and Underwriter of their respective covenants and agreements thereunder have been duly and validly authorized by all necessary entity action on the part of Buyer Entities and, to minimize the Buyer Entities’ knowledge, Underwriter, respectively. As of the date hereof, no event has occurred that, with or eliminate without notice or lapse of time or both, would or would reasonably be expected to constitute a breach or default of any exclusions from coverage under provision of the Binder Agreement by Buyer Entities, constitute or result in a failure to satisfy a condition precedent to or other contingency to be satisfied set forth in the Binder Agreement or otherwise cause the final 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 to be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removalunavailable.

R&W Insurance Policy. Buyer and Sapphire shall each pay Prior to or cause to be paid 50% of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following concurrently with the execution of this Agreement, each Purchaser shall cause to be bound and incepted a representations and warranties insurance policy (a copy of Buyer and Sapphire which Purchaser shall pay 50% of have provided Seller prior to the required deposit fee execution thereof) (the “R&W Insurance Policy”). Purchaser shall pay, or cause to be paid, the premium and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding costs required for issuance of the R&W Insurance Policy. The Parties acknowledge and agree that Following the final issuance of the R&W Insurance Policy, Xxxxxxxxx agrees to use reasonable best efforts to keep the R&W Insurance Policy expressly provides (x) that in full force and effect for the insurer(s) issuing the R&W Insurance Policy have waived any right of subrogationpolicy period set forth therein. Upon its final issuance, 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 the case of Fraud by any such Seller Related Person and (y) that the Seller Related Persons are express third-party beneficiaries of such waiver. From and after the Closing, Buyer Purchaser shall not (and shall cause its Affiliates not to) agree to any amendment, modification, variation, termination or waiver of the foregoing provisions deliver a copy of the R&W Insurance Policy to Seller. The Parties acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to Seller entering into the transactions contemplated by this Agreement, and Seller is relying on Purchaser’s covenants and obligations set forth in this Section 5.10. The R&W Insurance Policy shall include a provision whereby the insurer expressly waives, and irrevocably agrees not to pursue, directly or indirectly, any subrogation rights against Seller or any of its Affiliates, or any former shareholders, managers, members, directors, officers and employees of any of the foregoing with respect to any claim made by any insured thereunder, which waiver Seller may enforce directly against the insurer of the R&W Insurance Policy, other than in the event of Actual Fraud. Purchaser shall not waive, amend, modify or otherwise revise this subrogation provision under the R&W Insurance Policy, or allow such provision to be waived, amended, modified or otherwise revised by any other Person, in each case, without SapphireSeller’s prior written consent, which Seller may grant or withhold in its sole discretion. Buyer agrees toFor the avoidance of doubt, and to cause in no event shall Seller’s obligations or liability under Article VII be expanded or increased as a result of any failure by Purchaser or its Affiliates to obtain a representation and Representatives towarranty insurance policy or, use reasonable best effortsif obtained, in coordination with Sapphire, to minimize or eliminate any exclusions from coverage under 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removalterms or conditions thereof.

R&W Insurance Policy. Buyer (a) The Purchaser acknowledges and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related to agrees that the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement obtaining of the R&W Insurance Policy as may be reasonably requested by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts not a condition to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy Closing and the binder relating thereto Purchaser shall remain obligated, subject only to the satisfaction or waiver of the conditions set forth in Article 7, to consummate the transactions contemplated by this Agreement. Promptly following the execution and delivery of this Agreement, the Purchaser shall take all action reasonably necessary to the binding of bind the R&W Insurance Policy. The Parties acknowledge Purchaser shall execute and agree that enter into the R&W Insurance Policy expressly provides at or prior to the Closing on material terms and substantially in the form provided or made available to the Seller within five (x5) Business Days of the date of this Agreement, which such policy shall, for the avoidance of doubt, include terms to the effect that the insurer(sR&W Insurer waives its rights to bring any claim against any Seller Released Party by way of subrogation, claim for contribution or otherwise, other than claims by way of subrogation against the Seller to the extent that the relevant Losses arose out of Fraud. (b) issuing After the Closing, the Purchaser agrees that it shall: (i) comply with the terms of any post-Closing deliverables set out in 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 Policy; (or the functional equivalent of any such positionii) (the “Seller Related Persons”), except in the case of Fraud by any such Seller Related Person and (y) that the 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 variation or waiver of the foregoing provisions of the R&W Insurance Policy (or do anything which has a similar effect) without Sapphirethe Seller’s prior written consent. Buyer agrees toconsent (which consent shall not be unreasonably withheld, and to cause conditioned or delayed); (iii) not novate, or otherwise assign its Affiliates and Representatives torights under, use reasonable best efforts, in coordination with Sapphire, to minimize the R&W Insurance Policy (or eliminate do anything which has similar effect); (iv) not terminate the R&W Insurance Policy or do anything which causes any exclusions from coverage right under the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement not to have full force and effect; and (each, an “Exclusion Removal”). Upon each Exclusion Removal, Exhibit K shall be modified by v) ensure that the Parties in respect terms of the corresponding Specified Indemnity Matter R&W Insurance Policy provide that no insurer or Person claiming through an insurer in manner that is mutually agreeable and that is consistent relation to the R&W Insurance Policy brings any claim against any Seller Released Party by way of subrogation (other than with the Exclusion Removalrespect to Fraud), claim for contribution or otherwise.

R&W Insurance Policy. Buyer Prior to the Closing, Purchaser shall have secured a buyer-side representation and Sapphire shall each pay or cause warranties insurance policy to be paid 50% effective as of all costs and expenses related to the Closing Date (the “R&W Insurance Policy, including the total premium”) and all premiums, underwriting costsfees, brokerage commissions brokers’ commissions, Taxes, and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary costs and expenses related to bind Buyer’s coverage under procuring the R&W Insurance PolicyPolicy shall be borne by Purchaser. Buyer will The Company shall, and shall cause each of its Subsidiaries to, cooperate and use commercially reasonable efforts to take 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) 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 other necessary actions R&W Insurance Policy (including the Fundamental Representations), or a similar insurance policy with terms reasonably satisfactory to bind Buyer’s coverage under Purchaser and the Company. Purchaser shall use commercially reasonable efforts to require the R&W Insurance Policy as promptly as practicable and in to include provisions whereby the insurer expressly waives any event prior subrogation rights against any Equity Holder with respect to any claim made by the Principal Closinginsured hereunder (except for fraud). Sellers shall provideNotwithstanding the foregoing, and shall cause their Affiliates Purchaser agrees not to provide, such cooperation in connection with the arrangement of amend the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under a manner that would cause the R&W Insurance Policy and not to have the binder relating thereto necessary to Required Terms without the binding prior written consent of the R&W 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 subrogationRepresentative, 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 the case of Fraud by any such Seller Related Person and (y) that the Seller Related Persons are express third-party beneficiaries of such waiver. From and after the Closing, Buyer which consent shall not (and shall cause its Affiliates not to) agree to any amendmentbe unreasonably withheld, modification, variation, termination conditioned or waiver of the foregoing provisions of the R&W Insurance Policy 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removaldelayed.

R&W Insurance Policy. Buyer (a) Acquirer has obtained and Sapphire caused to be underwritten a binder for a buy-side insurance policy, to be effective upon or substantially contemporaneously with execution of this Agreement, providing insurance coverage for breaches of the representations and warranties of Seller and the representations and warranties of the Acquired Companies in this Agreement (the “R&W Insurance Policy”), a version of which has been provided to Seller prior to the date hereof. Acquirer shall each be responsible for paying all R&W Insurance Policy Expenses to the Third Parties to whom such expenses are payable; provided, however, that fifty percent (50%) of the R&W Insurance Policy Expenses (up to one million five hundred thousand dollars ($1,500,000)) shall be considered Seller Transaction Expenses and withheld from the Closing Cash Consideration pursuant to Section 1.9(a) hereof (the amount so withheld, “Seller R&W Insurance Expense Withholding Amount”); and provided further that, notwithstanding anything in this Agreement to the contrary, in no event shall the Acquired Companies or their Subsidiaries (or Seller), individually or collectively, be responsible (through withholding from the Closing Cash Consideration or any requirement or obligation to pay or reimburse Acquirer or any of its Subsidiaries or any Third Party) for any amount in excess of one million five hundred thousand dollars ($1,500,000) in the aggregate for R&W Insurance Policy Expenses and Seller’s share of the Retention Amount Losses (as defined below) pursuant to Section 6.15(b) below. Acquirer acknowledges that the representations and warranties of Seller and representations and warranties of the Acquired Companies contained in or made pursuant to this Agreement and the representations and warranties of Seller and/or the Acquired Companies set forth in any certificate delivered at the Closing in connection with this Agreement (except for the Fundamental Representations) shall terminate effective as of the Closing, shall not survive the Closing and that, after the Closing occurs, the sole recourse and remedy of Acquirer (or any other Acquirer Related Party) for monetary damages (whether such damages arise pursuant to contract, tort or other theory of law) in respect of any inaccuracy or breach of any representation or warranty of Seller or any representation or warranty of the Acquired Companies contained in this Agreement or in any certificate delivered pursuant hereto, or otherwise in connection with the matters described in this Agreement or the consummation of the Transactions (except for Acquirer’s right to seek indemnification from Seller with respect to any breach of Fundamental Representations as contemplated by Section 9.2(a)(i) and (ii)), shall be to make a claim against the R&W Insurance, except in the event of Fraud on the part of Seller or the Acquired Companies in connection with their representations and warranties set forth herein; provided, that, nothing in this Section 1.1(a) is intended to, and nothing in this Section 6.15(a) shall be construed or interpreted to, limit the right of any party hereto to equitable remedies or other non-monetary remedies at law, including the right to seek specific performance and/or injunctive relief under Applicable Law. Acquirer agrees to cause to be paid 50% of all costs and expenses related to the R&W Insurance Policy, including the total premiumwhen issued, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W Insurance Policy. The Parties acknowledge and agree that the R&W Insurance Policy expressly provides (x) provide that the insurer(s) issuing the R&W Insurance Policy have waived such policy shall waive or otherwise not pursue any right of subrogation, claims for contribution or assignment or otherwise, subrogation rights against the Sellers, any of their respective Affiliates, Seller 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) other Seller Related Party (the “Seller Related PersonsNon-Subrogation Provisions”), ) in each case except in the case of with respect to Fraud by any such Seller Related Person and (y) that the Seller Related Persons are express thirdNon-party beneficiaries of such waiver. From and after the Closing, Buyer Subrogation Provisions shall not (and shall cause its Affiliates not to) agree be amended or otherwise waived in a manner adverse to any amendment, modification, variation, termination or waiver of the foregoing provisions of the R&W Insurance Policy Seller without SapphireSeller’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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.

R&W Insurance Policy. Prior to and after the Closing, Buyer shall take all commercially reasonable actions necessary to complete the conditions in the R&W Insurance Policy. Buyer acknowledges and Sapphire agrees that any R&W Insurance Policy shall each at all times provide that the insurer shall have no, and shall waive and not pursue any and all, subrogation rights against the Sellers (except in the case of fraud by the Sellers (under Delaware law) with respect to the representations and warranties set forth in Article 3). Buyer shall maintain the R&W Insurance Policy in full force and effect after the Closing Date and shall not, and shall cause its Affiliates not to, amend, modify or otherwise change, terminate or waive any provision of the R&W Insurance Policy (i) with respect to the waiver of subrogation set forth therein or (ii) in any manner that would reasonably be expected to increase or expand the ability or rights of the insurer thereunder to bring an action against, or otherwise seek recourse from, the Sellers or any of their respective Affiliates. Buyer is solely responsible for any and all costs, expenses or other payments related to the R&W Insurance Policy and, prior to and after the Closing, as applicable, Buyer shall pay or cause to be paid 50% of paid, all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and Taxes related to such policy, any retention amounts, and all other fees and expenses of associated with such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policypolicy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior Notwithstanding anything to the Principal Closing. Sellers shall providecontrary herein, and shall cause their Affiliates to provideneither any revocation, such cooperation in connection with the arrangement waiver, cancellation or modification of the R&W Insurance Policy as may be reasonably requested after the Closing Date, nor any inability of, nor any denial by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding provider of the R&W Insurance Policy. The Parties acknowledge and agree that , to pay any Losses contemplated by the R&W Insurance Policy expressly provides (x) that Policy, shall result in liability under Article 9 to 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 Sellers which is in the case of Fraud by any such Seller Related Person and (y) that the 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 excess of the foregoing provisions liability of the R&W Insurance Policy 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 Sellers contemplated under 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalArticle 9.

R&W Insurance Policy. Buyer and Sapphire shall each pay or cause (a) Parent has acquired a binding agreement (the “Binder Agreement”) to be paid 50% issued at Closing of all costs buyer-side representation and expenses related warranty insurance policies (collectively, the “R&W Insurance Policy”), attached as Exhibit L, naming Parent as the “named insured” and the Buyer Indemnified Parties (including, following the Closing, the Atlas Companies) as additional insureds. The R&W Insurance Policy shall contain (i) an applicable deductible or retention amount no greater than an amount equivalent to $4,627,500 (as of the Closing), (ii) policy coverage to include inaccuracies in and breaches of the representations and warranties of Seller and the Company, (iii) an aggregate limit of liability no less than $60,000,000, (iv) no entitlement to subrogation rights of recovery against Seller, except in the case of Fraud, and (v) such further terms as set forth in the Binder Agreement. Each Party shall use reasonable best efforts to satisfy the conditions set forth in the Binder Agreement to ensure that the R&W Insurance Policy is fully bound and in full force and effect at the Closing. (b) In connection with the R&W Insurance Policy, the Buyer Group covenants and agrees not to, and to use reasonable best efforts to ensure that their Affiliates, officers, managers, members, directors, agents and representatives do not, take any action (or omit to take any action) the effect of which would, or would reasonably be expected to, void, impair or otherwise abrogate any of the coverages provided or made available pursuant to or under the R&W Insurance Policy. The cost of obtaining the R&W Insurance Policy, including the total premiumall premiums and any related brokers fees, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments be paid by Parent at or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the Seller Related Persons are express third-party beneficiaries of such waiver. From and after the Closing, Parent shall notify Seller in connection with any claim made by any Buyer shall not (Indemnified Party under the R&W Insurance Policy and to the extent requested in writing, Seller shall, and shall cause its Affiliates not to) agree to use good faith efforts to reasonably cooperate with the Buyer Indemnified Parties in connection with any amendment, modification, variation, termination or waiver of the foregoing provisions of the R&W Insurance Policy 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 claim made by such Person under the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal”)Policy. Upon each Exclusion Removal, Exhibit K Parent shall be modified by the Parties pay all reasonable and documented out-of-pocked expenses of Seller or its Affiliates in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent connection with the Exclusion Removalsuch cooperation.

R&W Insurance Policy. Buyer Notwithstanding any provision in this Agreement to the contrary, the Purchaser Indemnified Parties acknowledge and Sapphire agree that: (i) Seller shall each not be required to pay or cause the Purchaser Indemnified Parties any amounts with respect to be paid 50% Losses in excess of all costs the funds held in the Indemnity Escrow Account by reason of any indemnification claim pursuant to Section 12.2(a)(i) and expenses related Section 12.2(b)(i), other than for claims with respect to the Fundamental Representations, the representations and warranties set forth in Section 5.18 (Taxes) and Indemnifiable Taxes, but only to the extent of any amounts in excess of the maximum amount payable under the R&W Insurance Policy, including which shall be the total premiumfirst source of recovery for all such claims and (ii) accordingly once funds held in the Indemnity Escrow Account are exhausted, underwriting coststhe sole recourse and remedy of the Purchaser Indemnified Parties for indemnification pursuant to Section 12.2(a)(i) and Section 12.2(b)(i), brokerage commissions other than for claims with respect to the Fundamental Representations, the representations and other fees warranties set forth in Section 5.18 (Taxes) and expenses of such policy Indemnifiable Taxes, shall be made against and, in connection therewithto the extent of, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, BUT WITHOUT AFFECTING THE COMPANIES’ OBLIGATIONS UNDER SECTION 9.7, PURCHASER ON BEHALF OF ITSELF AND THE OTHER PURCHASER INDEMNIFIED PARTIES, ACKNOWLEDGES AND AGREES THAT THE FOREGOING SHALL CONTINUE TO APPLY EVEN IF (i) THE R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provideINSURANCE POLICY IS REVOKED, and shall cause their Affiliates to provideCANCELLED OR MODIFIED, such cooperation in connection with the arrangement of the OR EXPIRES, IN ANY MANNER (AND EVEN IF THE R&W Insurance Policy as may be reasonably requested by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain the INSURANCE POLICY IS NOT ISSUED); (ii) ANY CLAIM MADE AGAINST THE R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the INSURANCE POLICY IS DENIED BY THE UNDERWRITER; OR (iii) ALL AMOUNTS PERMITTED TO BE RECOVERED AGAINST THE R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalINSURANCE POLICY HAVE BEEN RECOVERED.

R&W Insurance Policy. Buyer and Sapphire shall each pay Prior to or cause to be paid 50% of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following simultaneously with the execution and delivery of this Agreement, each of Buyer and Sapphire the Purchaser shall pay 50% the non-refundable down payment of premium and the required deposit underwriting fee and all other out-of-pocket payments or fees necessary to Ethos Specialty Insurance Services LLC (the “R&W Insurer”) to bind Buyer’s and incept coverage under the R&W Insurance Policy. Buyer will The Purchaser shall 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 at the Closing. The Purchaser shall 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 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 Seller or any of 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 the Seller or any of its Affiliates or representatives. The Seller shall use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under assist and cooperate with the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation Purchaser in connection with any claim by the arrangement of Purchaser under, or recovery by the R&W Insurance Policy as may be reasonably requested by Buyer and which is necessaryPurchaser with respect to, customary or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W Insurance Policy. The Parties acknowledge and agree that Purchaser shall not amend 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 subrogation 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 third party beneficiary provisions contained in such position) (the “Seller Related Persons”), except in the case of Fraud by any such Seller Related Person and (y) that insurance policy benefiting the Seller Related Persons are express third-party beneficiaries of such waiver. From and after without the Closing, Buyer shall not (and shall cause its Affiliates not to) agree to any amendment, modification, variation, termination or waiver consent of the foregoing provisions of Seller. In addition, the R&W Insurance Policy without Sapphire’s prior written consent. Buyer agrees to, and Purchaser shall use commercially reasonable efforts to cause its Affiliates and Representatives to, use reasonable best efforts, in coordination keep the Seller reasonably informed regarding material correspondence with Sapphire, the insurer relating to minimize claims or eliminate any exclusions from coverage potential claims under the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal”)Policy. Upon each Exclusion Removal, Exhibit K shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

R&W Insurance Policy. Buyer and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related Notwithstanding any provision in this Agreement to the R&W Insurance Policycontrary, including the total premiumBuyer Indemnitees acknowledge and agree that: (i) the Equityholder shall not be required to pay the Buyer Indemnitees any amounts with respect to Damages arising under Sections 10.2(a)(i), underwriting costs10.2(b)(i) and 10.2(c)(i) for breaches of representations in excess of the Cap, brokerage commissions other than for claims for indemnification with respect to Fraud on behalf of the Equityholders or the Companies, and accordingly once the Cap is exhausted the sole recourse and remedy of the Buyer Indemnitees for indemnification with respect to breaches of representations and warranties, other fees and expenses than for claims for indemnification with respect to Fraud on behalf of such policy the Equityholders or the Group Companies, shall be made against and, in connection therewithto the extent of, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, BUYER PARTIES, ON BEHALF OF THEMSELVES AND THE OTHER BUYER INDEMNITEES, ACKNOWLEDGE AND AGREE THAT THE FOREGOING SHALL CONTINUE TO APPLY EVEN IF (i) THE R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provideINSURANCE POLICY IS REVOKED, and shall cause their Affiliates to provideCANCELLED OR MODIFIED, such cooperation in connection with the arrangement of the OR EXPIRES, IN ANY MANNER (AND EVEN IF THE R&W Insurance Policy as may be reasonably requested by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain the INSURANCE POLICY IS NOT ISSUED); (ii) ANY CLAIM MADE AGAINST THE R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the INSURANCE POLICY IS DENIED BY THE INSURER; OR (iii) ALL AMOUNTS PERMITTED TO BE RECOVERED AGAINST THE R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalINSURANCE POLICY HAVE BEEN RECOVERED.

R&W Insurance Policy. Buyer Purchaser shall use reasonable best efforts to obtain a conditional binder to a representations and Sapphire warranties insurance policy as soon as reasonably practicable (the “R&W Insurance Policy”). Parent and Seller shall each pay or cause use their commercially reasonable efforts to be paid 50% of all costs cooperate with Purchaser and expenses related Purchaser Guarantor to assist Purchaser and Purchaser Guarantor in obtaining the R&W Insurance Policy, including the total premiumincluding, underwriting costssubject to and in accordance with Section 5.1(a), brokerage commissions producing all documents and other fees and expenses of such policy and, information in their possession reasonably requested by Purchaser or Purchaser Guarantor in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under with the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as may be reasonably requested by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain In case Purchaser obtains the R&W Insurance Policy, the remainder of this Section 5.16 shall apply. Buyer will Purchaser shall use reasonable best efforts to comply take all actions necessary to complete the applicable conditions in all material respects with all of its obligations under 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 binder relating thereto necessary to the binding final issuance of the R&W Insurance Policy. The Parties acknowledge and agree that , Purchaser agrees to use reasonable best efforts to keep the R&W Insurance Policy expressly provides (x) that in full force and effect for the insurer(s) issuing policy period set forth therein. Upon its final issuance, Purchaser shall deliver the R&W Insurance Policy have waived any right to Parent. The R&W Insurance Policy shall include a provision whereby the insurer, absent fraud of subrogationParent or Seller or their respective directors and officers, claims for contribution expressly waives, and irrevocably agrees not to pursue, directly or assignment or otherwise, against the Sellersindirectly, any subrogation rights against Parent or any of their respective its Affiliates, or any pastcurrent or former stockholders, present or future direct or indirect equityholdermanagers, membermembers, managerdirectors, directorofficers, officeremployees, partner, employee, Affiliate, agent, advisor or representative (or the functional equivalent agents and representatives of any such position) (of the “Seller Related Persons”), except in the case of Fraud foregoing with respect to any claim made by any insured thereunder and either (i) such Seller Related Person and (y) that the Seller Related Persons are shall be express third-party beneficiaries of such waiver. From and after provision or (ii) Purchaser shall hold the Closing, Buyer shall not (and shall cause its Affiliates not to) agree to any amendment, modification, variation, termination or benefit of the waiver of the foregoing provisions 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 be adverse to Parent or any of its Affiliates without SapphireParent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), 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. Buyer agrees to, and to cause In the event that Purchaser or any of its Affiliates and Representatives tootherwise amends, use reasonable best effortswaives, modifies, cancels or fails to obtain the terms of the R&W Insurance Policy, Parent shall not be liable under Article X for any liabilities or obligations in coordination with Sapphire, to minimize excess of such liabilities or eliminate any exclusions from coverage obligations as they would have under Article X if 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 be modified by in the Parties in respect form as of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removaldate hereof had not been so amended, waived, modified or cancelled.

R&W Insurance Policy. Within forty-five (45) calendar days following the Closing, Xxxxxxxx may, at its option, use its commercially reasonable efforts to obtain and bind a buyer-side R&W Insurance Policy on terms and conditions satisfactory to Buyer. The R&W Insurance Policy must fully insure Buyer for all representations and Sapphire warranties made by Xxxxxxxx and/or the Members herein with an aggregate coverage limit of at least $10,000,000, provided that for the avoidance of doubt, obtaining and binding an R&W Insurance Policy shall each pay not relieve the Members of any indemnification obligations (i) with respect to breaches of Fundamental Representations of Xxxxxxxx or the Members, or (ii) pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) and/or Section 10.2(a)(v). Xxxxxxxx shall pay, or cause to be paid 50% of paid, all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions commissions, retention amount and other fees and expenses of such policy andpolicy. Additionally, Xxxxxxxx shall reimburse any legal, accounting or consulting fees reasonably incurred by Buyer in connection therewithits assistance in obtaining an R&W Insurance Policy, promptly up to an aggregate amount of $50,000. Notwithstanding the foregoing, for the avoidance of doubt, the Parties acknowledge and agree that obtaining the R&W Insurance Policy is not a condition to the Closing, and that failure to obtain an R&W Insurance Policy shall not in any way limit any indemnification obligations pursuant to Article X. In the event that an R&W Insurance Policy is obtained and bound within forty-five (45) calendar days following the execution of this AgreementClosing, each of Buyer and Sapphire Xxxxxxxx shall pay 50% (A) within five (5) Business Days following the date when the Aggregate True-Up Payment is made pursuant to Section 2.7, issue all remaining Holdback Buyer Shares to the Members in accordance with their respective Pro Rata Portions, and (B) deliver joint written instructions to the Escrow Agent authorizing the release from the Indemnity Escrow Account and distribution to the Members in accordance with their respective Pro Rata Portions an amount equal to the remainder of (i) the then-remaining funds in the Indemnity Escrow Account, minus (ii) the amount of the applicable retention under such R&W Insurance Policy, to be used for purposes of paying such retention amount in accordance with such R&W Insurance Policy, minus (iii) the aggregate amount of all indemnity claims made by the Buyer Indemnified Parties in accordance with the terms hereof that remain unresolved as of date when the R&W Insurance Policy is obtained and bound, minus (iv) an amount to be determined in good faith by Buyer equal to the amount of potential Losses for which the Members are required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s provide indemnification pursuant to Section 10.2(a) but that are excluded from coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under The amount retained in the R&W Insurance Policy as promptly as practicable and in any event prior Indemnity Escrow Account pursuant to the Principal Closing. Sellers foregoing clause (ii) shall provide, remain in such account through the Indemnity Escrow Release Date and shall cause their Affiliates released pursuant to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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”Section 2.8(d), except in the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.

R&W Insurance Policy. Buyer (a) The Parties acknowledge that, at or prior to the Closing, the Purchaser may obtain and Sapphire bind a customary purchaser-side representations and warranties insurance policy with respect to this Agreement, insuring against breaches of the representations and warranties set forth in Article III for the benefit of the Purchaser and any additional insureds named by the Purchaser (the “R&W Insurance Policy”). The Purchaser acknowledges and agrees that any R&W Insurance Policy shall each pay or cause to be paid 50% at all times provide that the insurer shall have no subrogation rights against Seller (except in the case of all Fraud by Seller in connection with this Agreement and the transactions contemplated by this Agreement). Any costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions commission for the Purchaser’s broker, Taxes related to such policy and other fees and expenses of such policy and, in connection therewith, promptly following shall be borne by the execution of this Agreement, each of Buyer and Sapphire shall pay Purchaser (subject to 50% of the required deposit fee any such amounts that are included in Transaction Expenses). Seller and all other out-of-pocket payments or fees necessary its Representatives shall reasonably cooperate with Purchaser and its Representatives with respect to bind BuyerPurchaser’s coverage under the procurement of any R&W Insurance Policy. Buyer will use commercially reasonable efforts ; provided that the Seller and its Representatives shall not be required to take all such incur any costs or make any payments in respect thereof, other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable than those costs and expenses described in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement clause (iv) of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all definition of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W Insurance Policy. “Transaction Expenses”. (b) The Parties acknowledge and agree that as between the Seller and the Purchaser Indemnified Parties, the Purchaser Indemnified Parties bear all risk of (i) the R&W Insurance Policy expressly provides insurer’s insolvency or breach of the R&W Insurance Policy, (xii) the failure of the Purchaser Indemnified Parties to file notices of claims that are timely and sufficient under the insurer(sR&W Insurance Policy, or (iii) issuing the R&W Insurance Policy have waived insurer’s (A) failure to make any right of subrogation, claims for contribution or assignment or otherwise, against the Sellers, payments to 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 Purchaser Indemnified Parties under the R&W Insurance Policy or (B) denial of coverage for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal”). Upon each Exclusion Removal, Exhibit K shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removalany reason.

R&W Insurance Policy. Buyer and Sapphire shall each pay or cause to be paid 50% of all costs and expenses related (a) Notwithstanding anything to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, contrary in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire (i) the Indemnitee Parties shall pay 50% of the be required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations first bring a timely claim under the R&W Insurance Policy and exhaust all remedies thereunder prior to bringing any claim against Indemnitor for indemnification under this Agreement, (ii) any Loss subject to indemnification pursuant to Section 1 (an “Indemnifiable Loss”) shall be calculated net of any Insurance Proceeds, and (iii) in no event shall any Indemnitee Party be entitled to indemnification under this Agreement with respect to any Indemnifiable Loss for which it has received Insurance Proceeds. In furtherance thereof, if an Indemnitee Party receives a payment required by this Agreement from Indemnitor in respect of any Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds with respect to such Indemnifiable Loss, then the binder relating thereto necessary Indemnitee shall pay to the binding Indemnitor an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) Each party acknowledges that the indemnification provisions hereof do not relieve any insurer who would otherwise be obligated to pay any claim to pay such claim. No provider of any R&W Insurance Policy shall have any subrogation right, entitlement of privilege, or other recourse whatsoever against the Indemnitor pursuant to this Agreement. (c) As used herein, (i) “R&W Insurance Policy. The Parties acknowledge ” shall mean that certain buyers representations and agree that warranties insurance policy issued by GAIG with respect to the R&W Insurance Policy expressly provides (x) that transactions contemplated by the insurer(s) issuing the R&W Insurance Policy have waived any right of subrogationPurchase Agreement, 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 the case of Fraud by any such Seller Related Person and (yii) that “Insurance Proceeds” shall mean those monies paid by the 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 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 insurance carrier under 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 be modified by the Parties in respect on behalf of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with insured plus any amounts which would have been paid but for the Exclusion Removalapplicable deductible or retention under the R&W Insurance Policy.

R&W Insurance Policy. Buyer (a) The Parties acknowledge that each Party (or its Affliate) may have obtained and Sapphire bound one or more representation and warranty insurance policies with respect to the representations and warranties set forth in Article III and Article IV respectively, including excess policies (each a “R&W Insurance Policy”). Except as provided in any other agreements entered into by the parties hereto as of the date of this Agreement or in the case of Fraud, none of the Parties or any their Affiliates shall each have any Liability or obligation to indemnify or compensate the other Party or any other Person for any Losses arising out of or related to breaches of the representations and warranties set forth in Article III or Article IV, regardless of whether the other Party maintains a R&W Insurance Policy, or whether the terms thereof do not provide coverage for any specific type or category of claims or losses, or to the extent the issuer or underwriter of such policy terminates the same or does not for any reason accept or pay any claims made thereunder. Each Party acknowledges and agrees that (a) the R&W Insurance Policy it or its Affiliate has obtained shall at all times include a customary provision whereby the insurer expressly agrees that the insurer shall have no, and shall expressly waive any and all, right of subrogation against the other Party or any of its Representatives (except in the case of Fraud) (the “R&W Subrogation Waiver”) and (b) such Party or any of its Affiliates shall not, and shall cause the insured not to, waive, amend, modify or otherwise revise any R&W Subrogation Waiver or allow such R&W Subrogation Waiver to be paid 50% waived, amended, modified, or otherwise revised in any manner adverse to such other Party or any of all its Affiliates. All costs and expenses related to the a R&W Insurance Policy, including the total premium, underwriting costs, diligence costs, brokerage commissions commission, Taxes related to such policy and other related fees and expenses payable to the applicable insurance provider or broker (collectively, the “R&W Costs”), shall be borne fifty percent (50%) by Hakkasan Parent and fifty percent (50%) by TAO. In order to effect the allocation of the R&W Costs between the Parties as set forth in this Section 7.2, prior to the Closing Hakkasan Parent and TAO have exchanged their R&W Insurance Policies and agreed that $402,922.97 of the amount included in the Hakkasan Parent Required Payments shall be paid to TAO by a disproportionate distribution to TAO in accordance with Section 2.1(f) of the Amended and Restated LLC Agreement to satisfy 100% of Hakkasan Parent’s obligation to TAO pursuant to this Section 7.2 such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay that 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under sum of the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all Costs of both Parties is borne by Hakkasan Parent and 50% of such other necessary actions to bind Buyer’s coverage under costs is borne by TAO. (b) Promptly following the R&W Insurance Policy as promptly as practicable Closing Date (and in any event prior to the Principal Closing. Sellers tenth (10th) day following the Closing Date), each Party shall providedeliver to the other Party two thumb drives, compact discs or other electronic storage device reasonably acceptable to the other Party containing the contents of such Party’s Data Room, in the manner organized and shall cause their Affiliates to provideas otherwise found in such Data Room, such cooperation in connection with the arrangement as of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalClosing Date.

R&W Insurance Policy. Prior to or at the Closing, Buyer and Sapphire shall each pay or cause to be paid 50% before the due date required by the insurer(s), any premiums and fees due in connection with the R&W Insurance Policy and take all steps and do all other actions that may be reasonably required in order to ensure that coverage under the R&W Insurance Policy remains in full force and effect as of the Closing, and that the final R&W Insurance Policy is issued promptly after the Closing within the times set forth therein. A copy of the R&W Insurance Policy reflecting any changes made between the execution of this Agreement and the Closing shall be delivered to Seller prior to Closing. Buyer will deliver a copy of the final, issued R&W Insurance Policy to Seller promptly after issuance. Buyer and its Affiliates shall not at any time after the R&W Insurance Policy is bound, (i) waive, amend, terminate, modify or otherwise revise any provision of the R&W Insurance Policy (including but not limited to Section VIII(B) of the R&W Insurance Policy) in a manner adverse to any member of the Seller Group or any of their respective Affiliates and their respective officers, directors, employees or equityholders or (b) cause the cancellation of the R&W Insurance Policy, in each case, without the prior written consent of Seller. Seller covenants and agrees to deliver or cause to be delivered to Buyer a soft copy (e.g., thumb drive, CD or DVD-ROM) of the documents and items available to Buyer or its Representatives in the virtual data room “Starlink Buyside VDR” hosted by Datasite LLC (the “Data Room”) as of the Closing, which shall be delivered to Buyer no later than ten (10) Business Days after the Closing Date. Buyer shall pay or cause to be paid all costs and expenses related Taxes with respect to the R&W Insurance Policy, including Taxes on the total premium, underwriting costs, brokerage commissions and other fees and expenses receipt of proceeds received pursuant to such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removalpolicy.

R&W Insurance Policy. (a) The parties acknowledge and agree that Buyer is acquiring the R&W Insurance Policy in connection with the consummation of the transactions contemplated hereby, and Sapphire shall each pay or cause Buyer has provided to be paid 50% Seller a true and complete copy of all costs and expenses related to the form of the binders for the R&W Insurance Policy. Notwithstanding anything in this Agreement to the contrary but subject in all events to the last sentence of Section 9.01 hereof, including Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that after the total premium, underwriting costs, brokerage commissions Cut-Off Date (i) neither Seller nor any of its Affiliates shall have any liability for any breach or inaccuracy of any representation or warranty contained in this Agreement and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, (i) each of Buyer and Sapphire its Affiliates’ only recourse in the event of any breach or inaccuracy of any representation or warranty shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary be to bind Buyer’s coverage file a claim under the R&W Insurance Policy. . (b) Without limiting Section 9.08(a), Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage agrees (on behalf of itself and each of its Affiliates) that (i) none of Seller or any of its Affiliates shall have any liability whatsoever for or under the R&W Insurance Policy (including, except as promptly as practicable and set forth in Section 11.06, for any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation premiums or other amounts payable in connection with the arrangement of respect thereof); (i) the R&W Insurance Policy as may be reasonably requested shall at all times provide that the insurer thereunder (A) waives and agrees not to pursue, directly or indirectly, any subrogation rights against Seller or its Affiliates except in cases of fraud by Buyer and which is necessary, customary or advisable the Seller in connection with Buyer’s efforts to obtain this Agreement and the R&W Insurance Policy. transactions contemplated hereby and (A) agrees that none of Buyer will use reasonable best efforts to comply in all material respects with all or any of its obligations under Affiliates shall have any obligation to pursue any claim against Seller or its Affiliates after the R&W Insurance Policy and the binder relating thereto necessary Cut-Off Date (subject to the binding last sentence of the R&W Insurance Policy. The Parties acknowledge and agree that the R&W Insurance Policy expressly provides (xSection 9.01 hereof) 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 the case of Fraud by any such Seller Related Person and (yi) that except as otherwise provided herein, the Seller Related Persons are express third-party beneficiaries absence 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 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 R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter any reason, including due to exclusions from coverage thereunder or the failure of the R&W Insurance Policy to be in full force and effect for any reason, shall not expand, alter, amend, change or otherwise affect Seller’s liability under this Agreement (each, an “Exclusion Removal”). Upon each Exclusion Removal, Exhibit K shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalAgreement.

R&W Insurance Policy. Buyer and Sapphire shall each pay Prior to or cause to be paid 50% of all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, in connection therewith, promptly following concurrently with the execution of this Agreement, each Purchaser shall cause to be bound and incepted a representations and warranties insurance policy (a copy of Buyer and Sapphire which Purchaser shall pay 50% of have provided Seller prior to the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under execution thereof) (the “R&W Insurance Policy”). Buyer Purchaser will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all terms of its obligations under such binder agreement to cause the R&W Insurance Policy proper and the binder relating thereto necessary to the binding timely issuance of the R&W Insurance Policy. The Parties acknowledge Purchaser, on the one hand, and agree that Seller on the other hand, shall each timely pay, or cause to be paid, 50% of the premium and other costs required for issuance of the R&W Insurance Policy. Purchaser will use commercially reasonable efforts to, and to cause each of its applicable insurance brokers and insurers to, take reasonable actions necessary for the R&W Insurance Policy expressly provides (x) that to be issued to Purchaser as soon as practicable after Closing. Following issuance of the insurer(s) issuing R&W Insurance Policy, Xxxxxxxxx agrees to use commercially reasonable efforts to keep the R&W Insurance Policy have waived any right in full force and effect for the policy period set forth therein. Upon its final issuance, Purchaser shall deliver a copy of subrogationthe R&W Insurance Policy to Seller. The parties hereto acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to Seller entering into the transactions contemplated by this Agreement, claims for contribution and Seller is relying on Purchaser’s covenants and obligations set forth in this Section 5.16. The R&W Insurance Policy shall include a provision whereby the insurer expressly waives, and irrevocably agrees not to pursue, directly or assignment or otherwise, against the Sellersindirectly, any subrogation rights against Seller or any of their respective its Affiliates, or any former shareholders, managers, members, directors, officers and employees of any of the foregoing with respect to any claim made by any insured thereunder. Purchaser shall not waive, amend, modify or otherwise alter or revise any provision in the R&W Insurance Policy or consent to the waiver, amendment, modification, alteration or other revision thereof, in each case that would adversely affect Seller's protections against subrogation for itself or its past, present or future direct Affiliates or indirect equityholderits or their respective past, memberpresent or future shareholders, managermanagers, directormembers, officerdirectors, partnerofficers, employeeemployees, Affiliateagents, agent, advisor or representative attorneys and representatives (or the functional equivalent of any such position) (the “Seller Related Persons”provision), except in the case of Fraud by any such Seller Related Person and (y) that the 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 without SapphireSeller’s prior written consent. Buyer agrees to, and to cause which Seller may grant or withhold in its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphire, to minimize or eliminate any exclusions from coverage under 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removalsole discretion.

R&W Insurance Policy. Buyer The Parties acknowledge that the Purchaser may, at its option, obtain and Sapphire shall each pay or cause bind insurance coverage provided pursuant to be paid 50% of all costs a buyer-side representation and expenses warranty insurance policy naming the Purchaser as an insured and providing coverage for certain Losses incurred by the Purchaser and its Affiliates related to the this Agreement (a “R&W Insurance Policy”). The Purchaser shall be responsible for paying all costs, expenses and fees related to any R&W Insurance Policy, including the total premium, underwriting costs, legal fees for counsel engaged by any insurer, brokerage commissions commissions, surplus lines taxes and any other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary Taxes related to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement None of the R&W Insurance Policy as may be reasonably requested by Buyer and which is necessaryCompany, customary the Seller or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 AffiliatesAffiliates shall have any Liability or obligation to indemnify or compensate the Purchaser or any other Person regardless of whether the Purchaser obtains or maintains a R&W Insurance Policy, or whether the terms thereof do not provide coverage for any pastspecific type or category of claims or Losses, present or future direct to the extent the issuer or indirect equityholderunderwriter of such policy terminates the same or does not for any reason accept or pay any claims made thereunder, member, manager, director, officer, partner, employee, Affiliate, agent, advisor or representative if the issuer or underwriter of such policy is or becomes insolvent or breaches such policy. The Purchaser acknowledges and agrees that (or the functional equivalent of a) any such position) (the “Seller Related Persons”)R&W Insurance Policy shall expressly provide that, except in the case of Fraud Fraud, no insurer thereunder has any rights against, and each insurer thereunder has expressly waived and has agreed not to pursue, directly or indirectly, any claims by way of subrogation, contribution or otherwise against, the Seller or any of its former, current or future Affiliates, or any of its or their respective former, current or future direct or indirect general or limited partners, shareholders, managers, management companies, portfolio companies, equity holders, controlling Persons, members, agents, incorporators, trustees or Representatives, or Representatives of any of the foregoing (“R&W Subrogation Waiver Beneficiaries”), or any heir, executor, administrator, successor or assign of any of the foregoing, including with respect to any claim made by any such Seller Related Person insured thereunder (the “R&W Subrogation Waiver”), (b) neither the Purchaser nor any of its Affiliates shall, and the Purchaser shall cause the insured not to, waive, amend, modify or otherwise revise the R&W Subrogation Waiver in any manner inconsistent with this Agreement or that would otherwise be adverse to any of the Persons entitled to the benefit of the R&W Subrogation Waiver and (yc) that any waiver, modification or amendment of the Seller Related Persons are express third-R&W Subrogation Waiver shall require the consent of the Seller. The R&W Subrogation Waiver Beneficiaries shall be third party beneficiaries of such waiverthe R&W Subrogation Waiver. From The Purchaser acknowledges and after agrees that the Closing, Buyer shall not (and shall cause its Affiliates not to) agree to any amendment, modification, variation, termination obtaining or waiver of the foregoing provisions effectiveness of the R&W Insurance Policy without Sapphire’s prior written consent. Buyer agrees to, is not a condition to the Closing and reaffirms its obligation to cause its Affiliates consummate the transactions contemplated by this Agreement irrespective and Representatives to, use reasonable best efforts, in coordination with Sapphire, to minimize independently of the availability or eliminate any exclusions from coverage under effectiveness of the R&W Insurance Policy Policy, subject only to the satisfaction or waiver of the conditions to the Closing set forth in Article VIII. The Parties agree that this Section 9.02 is both a covenant to be performed prior to the Closing and a Post-Closing Covenant. The Purchaser shall make a true and complete copy of the R&W Insurance Policy, if any, available to the Seller promptly following its effectiveness for which there is a corresponding Specified Indemnity Matter under the purpose of evidencing compliance with the foregoing (and, in this Agreement (eachregard, an “Exclusion Removal”). Upon each Exclusion Removal, Exhibit K the Purchaser shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that entitled to redact any provision which is mutually agreeable and that is consistent with the Exclusion Removalnot reasonably necessary for such purpose).

R&W Insurance Policy. Buyer and Sapphire shall each pay On or cause to be paid 50% of all costs and expenses related prior to the Closing Date, Buyer may, at its sole cost and expense, obtain a buyer-side representations and warranties insurance policy (the “R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions ”). All premiums and other fees and expenses of such policy and, due in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under with the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closingshall be paid by Buyer. Sellers shall provide, and Buyer shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as may be reasonably requested by Buyer to expressly provide that the insurers thereunder shall not have the right to, and which is necessarywill not, customary pursue any subrogation rights or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding contribution rights against any of the R&W 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 Group Companies, any right of subrogation, claims for contribution Seller or assignment or otherwise, against the Sellers, any of their respective Affiliates, Affiliates in connection with any claim made by Buyer or any pastof its Affiliates thereunder; provided, present or future direct or indirect equityholder, member, manager, director, officer, partner, employee, Affiliate, agent, advisor or representative (or that the functional equivalent of insurers thereunder shall be entitled to subrogate against any such position) (the “Seller Related Persons”), except only in the case of Fraud in connection with the representations and warranties in Articles III or IV of this Agreement by any such Seller Related Person and (y) or a Group Company in which such Seller held any interests; provided, further, that the 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 amend the foregoing subrogation provisions of the R&W Insurance Policy in any manner adverse to the Sellers or any of their respective Affiliates without Sapphire’s prior written consentthe consent of the Sellers’ Representative. Buyer agrees toNotwithstanding anything to the contrary in this Agreement, except for claims for breaches of the Specified Representations, indemnification pursuant to Section 11.2, or in the case of Fraud in connection with the representations and to cause its Affiliates and Representatives towarranties in Articles III or IV of this Agreement as provided in the preceding sentence, use reasonable best effortsafter the Closing, in coordination with Sapphire, to minimize or eliminate any exclusions from coverage under the R&W Insurance Policy (whether or not it is obtained by Buyer) shall be the sole and exclusive remedy of Buyer for which there is a corresponding Specified Indemnity Matter under any and all damages pursuant to and in connection with this Agreement and the Contemplated Transactions. The parties hereto agree that the provisions in this Agreement relating to R&W Insurance Policy, and the limits imposed on Buyer’s rights and remedies with respect to this Agreement and the Contemplated Transactions (eachincluding Section 11.1), an “Exclusion Removal”). Upon each Exclusion Removal, Exhibit K shall be modified by were specifically bargained for between sophisticated parties and were specifically taken into account in the Parties in respect determination of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with amounts to be paid to the Exclusion RemovalSellers hereunder.

R&W Insurance Policy. Buyer Parent shall use commercially reasonable efforts to, prior to the Closing, obtain a R&W Insurance Policy for the benefit of Parent on terms and Sapphire conditions reasonably acceptable to the Company; provided that, if the Company and Parent shall each pay agree in writing, no R&W Insurance Policy shall be obtained. If and to the extent the parties determine that Parent shall obtain a R&W Insurance Policy, Parent shall take all commercially reasonable actions necessary to complete the conditions in the conditional binder to such R&W Insurance Policy within the times set forth therein so that Euclid Transactional, LLC or cause such other insurer as shall be agreed between the parties (the “R&W Insurer”) will issue the R&W Insurance Policy, including, prior to or after the Closing and within the times set forth in such conditional binder, the payment of any premium owed in connection with the R&W Insurance Policy, delivery of the required Closing No Claims Declaration (as defined in the R&W Insurance Policy), and delivery of copies of this Agreement and the documents contemplated hereby. If and to the extent the parties determine that Parent shall obtain a R&W Insurance Policy, such R&W Insurance Policy shall provide (unless otherwise agreed between the parties in writing) that: (a) none of Parent, Parent’s stockholders, the Company, the Company Stockholders, the Stockholder Representative or their respective Affiliates or Representatives shall be paid 50% of all costs and expenses related liable to the insurer under the R&W Insurance Policy for subrogation claims pursuant to the R&W Insurance Policy, including other than in the total premium, underwriting costs, brokerage commissions and other fees and expenses event of such policy and, intentional fraud in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% making of the required deposit fee representations and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under warranties in this Agreement by such Persons; (b) the R&W Insurance Policy. Buyer will use commercially reasonable efforts Insurer may not seek to take all such other necessary actions to bind Buyer’s coverage under the R&W Insurance Policy as promptly as practicable and in any event prior to the Principal Closing. Sellers shall provideenforce, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W 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 Sellersenforce, any of subrogation rights it might have against Parent, Parent’s stockholders, the Company, the Company Stockholders, the Stockholder Representative or their respective Affiliates, 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”)Representatives, except in the case of Fraud intentional fraud in the making of the representations and warranties in this Agreement by any such Seller Related Person Persons; and (yc) Parent is not obligated to bring any claim against the Company, the Company Stockholders or the Stockholder Representative prior to bringing a claim against the R&W Insurance Policy, and Parent covenants and agrees that the Seller Related Persons are express third-party beneficiaries R&W Insurance Policy will include a waiver of subrogation claims against the Company, the Company Stockholders and the Stockholder Representative, other than in the event of intentional fraud in the making of the representations and warranties in this Agreement by such waiverPerson. From and after Following the Closing, Buyer shall any R&W Insurance Policy obtained pursuant to this Section 7.17 may not be amended in any manner adverse to Parent, Parent’s stockholders, the Company, the Company Stockholders or the Stockholder Representative (including with respect to the subrogation provisions, policy term, retention amount or coverage amount), and neither Parent nor any of its Affiliates shall cause its Affiliates not to) agree to any amendment, modification, variation, termination or waiver of the foregoing provisions cancellation of the R&W Insurance Policy Policy, without Sapphire’s the prior written consent. Buyer agrees toconsent of Stockholder Representative and Sponsor (which consents shall not be unreasonably conditioned, and to cause its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphire, to minimize withheld or eliminate any exclusions from coverage under the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal”delayed). Upon each Exclusion Removal, Exhibit K shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.

R&W Insurance Policy. Buyer shall ensure the R&W Insurance Policy provides that the insurer(s) (and Sapphire any managing general underwriter thereof) shall each pay not have, and to the fullest extent waive(s), any and all subrogation rights or cause to be paid 50% rights of all costs and expenses contribution it might have against Seller or the Seller Related Parties arising out of, as a result of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, including any alleged breach of any representation or warranty except in the case of losses caused by the Actual Fraud of the party making the applicable representation and warranty under Articles 4 or 5. The R&W Insurance Policy shall provide that Seller and the Seller Related Parties are third-party beneficiaries of the provisions provided for in this Section 7.17. Additionally, and without limiting the generality of the foregoing, any rights of any issuer of the R&W Insurance Policy, including the total premiumany rights of subrogation, underwriting costsdo not affect, brokerage commissions and other fees and expenses expand or increase any liability or obligation of such policy and, Seller in connection therewith, promptly following the execution of with this Agreement. For the avoidance of doubt, each the obligation of Buyer to consummate the transactions contemplated under this Agreement (including the Closing and Sapphire paying the Deferred Consideration) shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under not be conditioned on Buyer obtaining the R&W Insurance Policy. Policy and Buyer will use commercially reasonable efforts shall not be entitled to take all such other necessary actions to bind claim that Seller or the Company breached any covenant, representation or warranty in this Agreement arising in connection with Buyer’s coverage under failure to obtain the R&W Insurance Policy as promptly as practicable and in any event prior contemplated by this Section 7.17. On the Closing, (x) the Company shall pay the unpaid RWI Costs to the Principal Closing. Sellers shall provide, applicable insurer(s) and shall cause their Affiliates general underwriter(s) pursuant to provide, such cooperation in connection with invoices relating to the arrangement of costs and expenses relating to the R&W Insurance Policy as may be reasonably requested provided by Buyer at least three (3) Business Day prior to the Closing and which is necessary, customary or advisable in connection with Buyer’s efforts promptly provide evidence of such payment to obtain Buyer and (y) Buyer shall be responsible for paying the R&W Insurance Policy. Buyer will use reasonable best efforts balance of any remaining costs and expenses relating to comply in all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding in excess of the R&W 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion RemovalRWI Costs.

R&W Insurance Policy. Buyer Seller and Sapphire the Company shall each cooperate with Purchaser’s efforts and provide assistance as reasonably requested by Purchaser to obtain and bind the R&W Insurance Policy. Prior to or at the Closing, Purchaser shall pay or cause to be paid 50% of paid, all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy; provided, that Seller shall pay or cause to be paid fifty (50) percent of the premium, costs, commissions and other fees and expenses of such policy and, in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy, which amount shall be characterized as a Transaction Expense. Buyer will use commercially reasonable efforts to take all such Purchaser agrees (on behalf of itself and each of its Affiliates) that (a) none of Seller Representative, any Seller Party, any of their respective Affiliates or any of their respective directors, managers, members, officers, employees or other necessary actions to bind Buyer’s coverage Representatives shall have any liability whatsoever for or under the R&W Insurance Policy (including for any premiums or other amounts payable in respect thereof except as promptly as practicable and in any event prior set forth above) other than the R&W Insurer’s subrogation rights with respect to the Principal Closing. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of Fraud; (b) the R&W Insurance Policy as 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. Buyer will use reasonable best efforts to comply in shall at all material respects with all of its obligations under the R&W Insurance Policy and the binder relating thereto necessary to the binding of the R&W Insurance Policy. The Parties acknowledge and agree times provide that the R&W Insurance Policy expressly provides Insurer (xi) that the insurer(s) issuing the R&W Insurance Policy have waived waives and agrees not to pursue, directly or indirectly, any right subrogation rights against any of subrogationSeller Representative, claims for contribution or assignment or otherwise, against the Sellersany Seller Party, any of their respective Affiliates, Affiliates or any pastof their respective directors, present managers, members, officers, trustees, beneficiaries, settlors, employees 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 the case of other Representatives other than for Fraud by any such Seller Related Person and (yii) agrees that the Seller Related Persons are express third-party beneficiaries none of such waiver. From and after the Closing, Buyer shall not (and shall cause Purchaser or any of its Affiliates not toshall have any obligation to pursue any claim against Seller Representative, any Seller Party, any of their respective Affiliates or any of their respective directors, managers, members, officers, trustees, beneficiaries, settlors, employees or other Representatives other than for Fraud and (c) agree to any amendment, modification, variation, termination or waiver the absence of the foregoing provisions of the R&W Insurance Policy 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 R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter any reason, including due to exclusions from coverage thereunder or the failure of the R&W Insurance Policy to be in full force and effect for any reason, shall not expand, alter, amend, change or otherwise affect the liability of Seller Representative, any Seller Party, any of their respective Affiliates or any of their respective directors, managers, members, officers, trustees, beneficiaries, settlors, employees or other Representatives under this Agreement (each, an “Exclusion Removal”)except as otherwise explicitly stated herein in Article IX. Upon each Exclusion Removal, Exhibit K shall be modified by the Parties in respect In furtherance of the corresponding Specified Indemnity Matter foregoing, Purchaser shall not, and shall cause its Affiliates (including the Company after Closing) not to, assert any claim in violation of the agreements of Purchaser in the foregoing provisions of this Section 6.05. Purchaser agrees to not amend the R&W Insurance Policy following the Closing in a manner that is mutually agreeable would materially and that is consistent with adversely affect the Exclusion Removalrights or increase the obligations of the Seller Parties set forth in this Agreement without the prior written consent of the Seller Representative (such consent not to be unreasonably withheld, conditioned or delayed).

R&W Insurance Policy. Section 8.11 of the Asset Purchase Agreement is hereby amended and restated in its entirety to read as follows (with the changes shown in blackline form, with bold text representing additions and struck through text representing deletions): (a) Following the execution of the First Amendmentthis Agreement, Buyer shall use commercially reasonable efforts to cause to continue to be bound to a R&W Insurance Policy, or obtain an extension of the R&W Insurance Policy to which it is currently bound, as applicable, by no later than the date that is ninety (90) calendar days after the date of the First Amendmentthis Agreement (or by such other date mutually agreed to by Buyer and Sapphire Seller), which R&W Insurance Policy shall each pay (i) be on terms reasonably acceptable to Buyer; provided, that, an insurance policy that does not include a blanket exclusion on intellectual property matters as a specific underwriting exclusion, or with such changes thereto as a reasonable buyer in Buyer’s position would find acceptable as a commercial matter, shall be deemed acceptable to Buyer, and (ii) provide that the underwriter and insurers under the R&W Insurance Policy will have no right of subrogation against Seller or any of its Affiliates nor any of their respective successors and permitted assigns, officers, employees, directors, managers, members, partners, stockholders or Representatives, other than in the case of Fraud. (b) Seller will, and will cause to be paid 50% of all costs and expenses related to its Representatives to, reasonably cooperate with Buyer or its Affiliates in connection with Buyer maintaining the R&W Insurance Policy, including by responding to reasonable and customary due diligence questions and providing information (and related updates to the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy and, Disclosure Schedules) in connection therewith, promptly following the execution of this Agreement, each of Buyer and Sapphire shall pay 50% of the required deposit fee and all other out-of-pocket payments or fees necessary to bind Buyer’s coverage under the R&W Insurance Policy. Buyer will use commercially reasonable efforts to take all such other necessary actions to bind Buyer’s coverage under with the R&W Insurance Policy as promptly as practicable and in any event prior underwriting process (subject to Section 8.03 (Access to Information)). Buyer will take all actions reasonably necessary to cause the Principal Closing. Sellers shall provide, and shall cause their Affiliates R&W Insurance Policy to provide, such cooperation in connection with the arrangement continue to be bound or obtain an extension of the R&W Insurance Policy to which it is currently bound, as may be reasonably requested by Buyer applicable, as promptly as practicable following the date of the First Amendmenthereof, but in any event no later than the date set forth above, and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain cause the R&W Insurance Policy. Policy to continue to be issued effective at the Closing, including, as applicable, Buyer will use reasonable best efforts to comply in all material respects complying, or causing the compliance, with all of its obligations reasonable requirements and deliverables under the R&W Insurance Policy and the binder relating thereto necessary to the binding delivery of a no claims declaration on behalf of the R&W Insurance Policyinsured party. The Parties acknowledge and agree that Notwithstanding the foregoing, Seller shall not be required to commit to take any action in connection with 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 the case of Fraud by any such Seller Related Person and (y) that the 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 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 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 be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with not contingent upon the Exclusion RemovalClosing (including the entry into any agreement).”