Common use of R&W Insurance Policy Clause in Contracts

R&W Insurance Policy. The Buyer has obtained the R&W Insurance Policy and shall pay when due all fees, premiums, and other costs and expenses 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 Buyer’s acquisition of a copy of the materials included in the electronic data room established by the Seller and the Company in connection with the transactions contemplated hereby. Buyer shall cause coverage under the R&W Insurance Policy to incept effective as of the signing date of this Agreement and, thereafter, to be issued promptly following the Closing in accordance with the terms of the 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 conditions necessary for the issuance of or continuance of coverage under the R&W Insurance Policy. During the term of the R&W Insurance Policy, Buyer shall cause the R&W Insurance Policy to 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 insurer(s) might have under the R&W Insurance Policy against Seller or any of their respective officers, managers, directors, employees or agents under this Agreement, except in the case of Fraud. From and after the signing date of this Agreement, except as may be agreed in writing by Seller, Buyer shall not amend the R&W Insurance Policy in any manner that expands the rights of subrogation or contribution which the insurer(s) that issued the R&W Insurance Policy have under the R&W Insurance Policy to any claims of Buyer against Seller, or any of their respective officers, managers, directors, employees or agents under this Agreement, which, for the avoidance of doubt, such anti-subrogation provisions shall not apply in the case of Fraud.

R&W Insurance Policy. The Buyer has obtained Promptly following the R&W Insurance Policy and shall pay when due all fees, premiums, and other costs and expenses 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 Buyer’s acquisition of a copy of the materials included in the electronic data room established by the Seller and the Company in connection with the transactions contemplated hereby. Buyer shall cause coverage under the R&W Insurance Policy to incept effective as of the signing date execution of this Agreement andAgreement, thereafter, Amazon will pay the required deposit fee and all other payments or fees and take all necessary actions to be issued promptly following the Closing in accordance with the terms of the 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 conditions necessary for the issuance of or continuance of bind Amazon’s coverage under the R&W Insurance Policy. During The R&W Insurance Policy shall provide that (a) Euclid Transactional Risk LLC (the term “R&W Insurer”) shall have no right of subrogation against the Sellers, and the R&W Insurer has waived any such right of subrogation, except with respect to that portion of any Losses (as defined in the R&W Insurance Policy) paid under the R&W Insurance Policy and any related costs and expenses incurred thereunder that arise from Fraud, (b) Sellers may rely upon and enforce the foregoing subrogation provision of the R&W Insurance Policy as express third-party beneficiaries thereof and (c) the foregoing subrogation provision of the R&W Insurance Policy may not be terminated, amended or modified. For the avoidance of doubt, Amazon acknowledges and agrees that the obtaining of the R&W Insurance Policy is not a condition to the Closing and Amazon shall remain obligated, subject only to the satisfaction or waiver of the conditions set forth in Article VIII of this Agreement, to consummate the transactions contemplated by this Agreement. If the Transactions are not (or are not reasonably expected to be) consummated within eighteen (18) months after the date of this Agreement, Amazon shall use commercially reasonable efforts to engage the insurers under the R&W Insurance Policy, Buyer shall cause upon reaching the R&W Insurance Policy six (6) month anniversary of the date of this Agreement, in additional underwriting to explicitly provide seek to minimize any diminishment in coverage in relation to the fact that the Transactions may not be consummated within eighteen (18) months, it being understood that (x) any such engagement and any such minimization will be at the insurers’ sole discretion, and (y) upon the insurers’ declining to engage in additional underwriting, Amazon need not seek to engage them again for an irrevocable waiver by the insurer(sat least three (3) that issued the R&W Insurance Policy of months. The Designated Sellers and Danube agree to cooperate with Amazon in connection with such efforts (including any and all rights of subrogation diligence related thereto); provided, however, that all costs related to such efforts incurred by Amazon or contribution which such insurer(s) might have owed to the insurers under the R&W Insurance Policy against Seller or any of their respective officers, managers, directors, employees or agents under this Agreement, except in the case of Fraud. From and after the signing date of this Agreement, except as may shall be agreed in writing borne by Seller, Buyer shall not amend the R&W Insurance Policy in any manner that expands the rights of subrogation or contribution which the insurer(s) that issued the R&W Insurance Policy have under the R&W Insurance Policy to any claims of Buyer against Seller, or any of their respective officers, managers, directors, employees or agents under this Agreement, which, for the avoidance of doubt, such anti-subrogation provisions shall not apply in the case of FraudAmazon.

R&W Insurance Policy. The Buyer Parties acknowledge and agree that, as of or prior to the Execution Date, Purchaser has obtained procured the R&W Insurance Policy and shall pay when due all fees, premiums, and other costs and expenses Conditional Binder in connection with the purchase and implementation of the R&W Insurance Policy. Following the Execution Date, Purchaser shall 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 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 Company 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 shall cooperate 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 with the Buyer in connection with the arrangement and origination of respect to obtaining the R&W Insurance Policy, including the total premium, underwriting costs, Taxes, brokerage commission, retention and other costs, fees and expenses of such policy, will be borne by facilitating the Buyer’s acquisition of a copy of the materials included in the electronic data room established by the Seller and the Company in connection with the transactions contemplated hereby. Buyer shall cause coverage under the R&W Insurance Policy to incept effective as of the signing date of this Agreement and, thereafter, to be issued promptly following the Closing in accordance with the terms of the 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 conditions necessary for the issuance of or continuance of coverage under the R&W Insurance Policy. During the term of the R&W Insurance Policy, Buyer shall cause the R&W Insurance Policy to 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 insurer(s) might have under the R&W Insurance Policy against Seller or any of their respective officers, managers, directors, employees or agents under this Agreement, except in the case of Fraud. From and after the signing date of this Agreement, except as may be agreed in writing by Seller, Buyer shall not amend the R&W Insurance Policy in any manner that expands the rights of subrogation or contribution which the insurer(s) that issued the R&W Insurance Policy have under the R&W Insurance Policy to any claims of Buyer against Seller, or any of their respective officers, managers, directors, employees or agents under this Agreement, which, for the avoidance of doubt, such anti-subrogation provisions shall not apply in the case of FraudPurchaser.

R&W Insurance Policy. The Buyer has obtained bound and delivered to 7-Eleven the R&W Insurance Policy and as of the Signing Date. Buyer shall pay when due take all fees, premiums, and actions reasonably necessary to complete the applicable conditions in the conditional binder (other costs and expenses in connection with than the purchase and implementation of condition that the Initial Closing has occurred) to the R&W Insurance Policy. The Company and Policy within the Seller shall cooperate with the Buyer times set forth in connection with the arrangement and origination of the R&W Insurance Policy, including by facilitating the Buyer’s acquisition of a copy of the materials included in the electronic data room established by the Seller and the Company in connection with the transactions contemplated hereby. Buyer shall cause coverage under the R&W Insurance Policy to incept effective as of the signing date of this Agreement and, thereafter, to be issued promptly following the Closing in accordance with the terms of the binder thereof. Buyer shall cause maintain the R&W Insurance Policy to remain in full force and effect, including by: (a) complying with . Following the terms and conditions of the R&W Insurance Policy and (b) satisfying on a timely basis, all conditions necessary for the final issuance of or continuance of coverage under the R&W Insurance Policy. During the term of the R&W Insurance Policy, Buyer agrees to use commercially reasonable efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth in such policy. Upon its final issuance, Buyer shall cause deliver the R&W Insurance Policy to explicitly provide for an irrevocable waiver by the insurer(s) 7-Eleven. Buyer acknowledges that issued Buyer obtaining the R&W Insurance Policy of any is a material inducement to the Seller Parties entering into the transactions contemplated by this Agreement, and all rights of subrogation or contribution which such insurer(s) might have under the Seller Parties are relying on Buyer’s covenants and obligations set forth in this Section 4.11. In addition, the R&W Insurance Policy against may not be amended or waived by Buyer in any manner that is adverse to any Seller Party or any of their respective officersAffiliates without such Seller Party’s prior written consent (which consent shall not be unreasonably withheld, managersconditioned or delayed), directorsand the 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, employees conditioned or agents 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, in no event shall any Seller Party be liable under this Agreement, except Agreement for any liabilities or obligations in the case excess of Fraud. From and after the signing date of such liabilities or obligations as they would have under this Agreement, except as may be agreed in writing by Seller, Buyer shall not amend Agreement if the R&W Insurance Policy in any manner that expands the rights form as of subrogation the Signing Date had not been so amended, waived, modified or contribution which the insurer(s) that issued the R&W Insurance Policy have under the R&W Insurance Policy to any claims of Buyer against Seller, or any of their respective officers, managers, directors, employees or agents under this Agreement, which, for the avoidance of doubt, such anti-subrogation provisions shall not apply in the case of Fraudcancelled.

R&W Insurance Policy. The Buyer has obtained Entities have delivered to Sellers the binder agreement, dated as of the date hereof (the “Binder Agreement”), between the Buyer Entities and 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”). The R&W Insurance Policy and shall pay when due all fees, premiums, and other costs and expenses 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 Buyer’s acquisition of a copy of the materials included in the electronic data room established by the Seller and the Company in connection with the transactions contemplated hereby. Buyer shall cause coverage under the R&W Insurance Policy does not include an entitlement to incept effective as of the signing date of this Agreement and, thereafter, to be issued promptly following the Closing in accordance with the terms of the 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 conditions necessary for the issuance of or continuance of coverage under the R&W Insurance Policy. During the term of the R&W Insurance Policy, Buyer shall cause the R&W Insurance Policy to explicitly provide for an irrevocable waiver by the insurer(s) that issued the R&W Insurance Policy of any and all subrogation rights of subrogation or contribution which such insurer(s) might have under the R&W Insurance Policy recovery against Seller or any of their respective officers, managers, directors, employees or agents under this AgreementSellers, except in the case of Fraud. From As of the date hereof, the Binder Agreement is in full force and after effect and has not been amended, restated or otherwise modified or waived, and the signing 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 Buyer Entities and 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 Bankruptcy and Equity Exceptions. As of the date of this Agreement, except as may be agreed in writing by Sellerhereof, Buyer shall not amend Entities has no reason to believe that any of the conditions precedent to the issuance of the final R&W Insurance Policy on the terms therein will not be satisfied. Each of Buyer Entities and Underwriter has the requisite power and authority to execute and deliver, and to perform its covenants, agreements and obligations under, the 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 the Buyer Entities’ knowledge, Underwriter, respectively. As of the date hereof, no event has occurred that, with or without notice or lapse of time or both, would or would reasonably be expected to constitute a breach or default of any provision of the Binder Agreement by Buyer Entities, constitute or result in any manner that expands a failure to satisfy a condition precedent to or other contingency to be satisfied set forth in the rights of subrogation Binder Agreement or contribution which otherwise cause the insurer(s) that issued the R&W Insurance Policy have under the final R&W Insurance Policy to any claims of Buyer against Seller, or any of their respective officers, managers, directors, employees or agents under this Agreement, which, for the avoidance of doubt, such anti-subrogation provisions shall not apply in the case of Fraudbe unavailable.

R&W Insurance Policy. The Subject to the other provisions of this Section 8.11, the Buyer has obtained shall use commercially reasonable efforts to promptly bind the R&W Insurance Policy for representations and shall pay when due all fees, premiums, warranties set forth in Article 3 and other costs and expenses in connection with the purchase and implementation Article 4 as of the R&W Insurance Policy. The Company and the Seller shall cooperate with Closing Date on terms not materially less favorable to the Buyer in connection with the arrangement and origination aggregate than the terms set forth on Exhibit A (assuming for the purposes hereof that any matter described in Item 6 of the R&W Insurance Policy, including by facilitating the Buyer’s acquisition Exhibit A (whether described in Item 6 as an exclusion or as an area of a copy of the materials included in the electronic data room established by the Seller and the Company in connection with the transactions contemplated hereby. Buyer shall cause heightened risk) will be excluded from coverage under the R&W Insurance Policy to incept effective as Policy). The costs and expenses of the signing R&W Insurance Policy shall be borne by the Buyer. If, within ten (10) days of the date hereof, the Buyer has been unable to obtain such R&W Insurance Policy, then the Seller must elect within twenty-one (21) days following such ten (10) day period, in its discretion, to either (i) provide notice to the Buyer of its intent to terminate this Agreement andby providing the Buyer with at least five (5) Business Days prior written notice of such intention to terminate (the “Termination Notice”), thereafter(ii) if the Buyer has proposed a R&W Insurance Policy that is materially less favorable to the Buyer in in the aggregate than the terms set forth on Exhibit A, provide the Buyer notice of its intent to accept the Buyer’s proposed R&W Insurance Policy by providing the Buyer with at least five (5) Business Days prior written notice of such intent to accept, or (iii) obtain the R&W Insurance Policy with an aggregate premium not to exceed $1,865,000 for the benefit of the Buyer, the costs and expenses of which shall be issued promptly following borne as provided in the Closing foregoing sentence except that the Seller may at its election pay the amount of the aggregate premium which exceeds $1,865,000. In the event the Seller accepts the Buyer’s proposed R&W Insurance Policy pursuant to clause (ii) above or obtains a R&W Insurance Policy pursuant to clause (iii) above, the Seller shall indemnify the Buyer for any Losses incurred by the Buyer to the extent such Losses would have been covered by the R&W Insurance Policy but for specific exclusions under the R&W Insurance Policy that that are not included as an exclusion or an area of heightened risk in Item 6 of Exhibit A, which indemnification liability shall be limited to recovery of Indemnification Escrow Funds, if any, in accordance with the terms of the binder thereofEscrow Agreement. In the event that the Seller provides a Termination Notice to the Buyer, the Buyer shall cause have the right to notify the Seller, within five (5) Business Days of its receipt of the Termination Notice, that it has agreed to purchase a R&W Insurance Policy on terms no less favorable to the Buyer in any respect than the terms set forth on Exhibit A or waives its right to obtain a R&W Insurance Policy and seeks to close the Transactions (but subject to the satisfaction and waiver of the conditions set forth in Article 6). In the event the Buyer delivers such a notice to the Seller, the Termination Notice shall be automatically rescinded and of no force and effect. Any termination of this Agreement resulting from this Section 8.11 shall be treated as a termination pursuant to Section 9.1.1 of this Agreement for all purposes of this Agreement. While Buyer will use commercially reasonable efforts to obtain a R&W Insurance Policy that may be bound promptly, the inability to procure a R&W Insurance Policy that cannot be bound until some later date, up to and including Closing, shall not make 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 conditions necessary nonconforming for the issuance of or continuance of coverage under the R&W Insurance Policy. During the term of the R&W Insurance Policy, Buyer shall cause the R&W Insurance Policy to 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 insurer(s) might have under the R&W Insurance Policy against Seller or any of their respective officers, managers, directors, employees or agents under this Agreement, except in the case of Fraud. From and after the signing date purposes of this Agreement, except as may be agreed in writing by Seller, Buyer shall not amend the R&W Insurance Policy in any manner that expands the rights of subrogation or contribution which the insurer(s) that issued the R&W Insurance Policy have under the R&W Insurance Policy to any claims of Buyer against Seller, or any of their respective officers, managers, directors, employees or agents under this Agreement, which, for the avoidance of doubt, such anti-subrogation provisions shall not apply in the case of Fraudprovision.

R&W Insurance Policy. The Notwithstanding anything herein to the contrary, (a) all claims by Buyer has obtained Indemnified Parties for any Losses under this Article IX, to the extent not satisfied by the Indemnification Fund and to the extent covered by the R&W Insurance Policy, shall be asserted against the R&W Insurance Policy and shall pay when due all fees, premiumsresolved in compliance with the procedures set forth in the R&W Insurance Policy, and other costs (b) Buyer’s sole and expenses 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 connection with the purchase and implementation of the R&W Insurance Policy. The Company 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 Seller 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 cooperate also proceed in accordance with the procedures set forth in the R&W Insurance Policy. Buyer in connection agrees to pay the total premium and any related costs (including but not limited to Taxes, underwriting fees and broker fees and commissions associated with the arrangement R&W Insurance Policy) for the R&W Insurance Policy; provided, however, fifty percent (50%) of such premium and origination related costs shall be deemed Transaction Expenses and borne by the Company. Buyer acknowledges and agrees that the obtaining of the R&W Insurance Policy, including by facilitating Policy is not a condition to the Closing and that Buyer’s failure or inability to obtain the R&W Insurance Policy shall not affect the Buyer’s acquisition of a copy of the materials included in the electronic data room established by the Seller and the Company in connection with Merger Sub’s obligation to consummate the transactions contemplated herebyhereunder. In addition, Buyer acknowledges and agrees that the obtaining of the R&W Insurance Policy shall not materially impede or delay the Closing. From and after the Closing Date, Buyer shall not (and shall cause coverage its Affiliates to not) amend the R&W Insurance Policy in a manner which would materially prejudice the Stockholders and other Seller Indemnified Parties without Stockholders’ Representative’s prior written 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 or any other insured under the R&W Insurance Policy to incept effective as of the signing date of this Agreement and, thereafter, to be issued promptly following the Closing in accordance with the terms of the binder thereof. Buyer shall cause the R&W Insurance Policy to remain in full force pursue 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 conditions necessary obtain recovery for the issuance of or continuance of coverage any Loss under the R&W Insurance Policy. During the term of the R&W Insurance Policy, Buyer shall cause the R&W Insurance Policy to 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 insurer(s) might have under the R&W Insurance Policy against Seller or any of their respective officers, managers, directors, employees or agents under this Agreement, except in the case of Fraud. From and after the signing date of this Agreement, except as may be agreed in writing by Seller, Buyer shall not amend the R&W Insurance Policy in any manner that expands the rights of subrogation or contribution which the insurer(s) that issued the R&W Insurance Policy have under the R&W Insurance Policy to any claims of Buyer against Seller, or any of their respective officers, managers, directors, employees or agents under this Agreement, which, for the avoidance of doubt, such anti-subrogation provisions shall not apply in the case of Fraud.

R&W Insurance Policy. The Buyer has obtained (i) Notwithstanding any other provision of this Agreement, the R&W Insurance Policy and shall pay when due Sellers’ total liability in respect of all Warranty Claims (other than those arising as a result of fraud or willful misconduct), including any liability for costs, fees, premiumsexpenses (including legal expenses) and interest, is limited to one euro (€1) (the “Liability Cap”), which amount shall be paid by Seller to Purchasers at Closing through a credit against the amount payable by the Purchasers hereunder, and the Purchasers agree and accept that their only recourse in respect of all and any Warranty Claims (other costs and expenses than those arising as a result of fraud or willful misconduct) in connection with the purchase and implementation excess of the R&W Insurance Policy. The Company and the Seller Liability Cap shall cooperate with the Buyer in connection with the arrangement and origination of be under the R&W Insurance Policy, including by facilitating notwithstanding that the Buyer’s acquisition of a copy of the materials included in the electronic data room established by the Seller and the Company in connection with the transactions contemplated hereby. Buyer shall cause coverage under the R&W Insurance Policy Purchasers are or may be unable to incept effective as of the signing date of this Agreement and, thereafter, to be issued promptly following the Closing in accordance with the terms of the 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 conditions necessary for the issuance of pursue or continuance of coverage obtain any remedy under the R&W Insurance Policy. During , whether due to policy exceptions or exclusions, validity (including due to the term insolvency, breach or default of any person), or creditworthiness, Purchasers’ failure to obtain or maintain the R&W Insurance Policyor otherwise. (ii) The Purchasers acknowledge, Buyer agree and undertake that any claims under this agreement, including Warranty Claims, are subject to Section 10.12. (iii) There shall cause be no liability for any Warranty Claim unless the R&W Insurance Policy Purchasers give written notice to explicitly provide for an irrevocable waiver by the insurer(s) that issued the R&W Insurance Policy Seller of any and all rights matter or event which may give rise to the Warranty Claim as soon as commercially practicable after the Purchasers become aware of subrogation such matter or contribution which event with reasonable detail of such insurer(smatter or event then known to the Purchasers, on or before the date being thirty-six (36) might have under months from the Closing Date (the “R&W Insurance Policy against Seller or any of their respective officers, managers, directors, employees or agents under this Agreement, except Survival Period”). (iv) Notwithstanding the limitation specified in the case immediately preceding paragraph, (a) any claim of Fraud. From Purchasers for a breach of Seller’s Representations and Warranties set forth in Section 4.11 or for liabilities under Section 9.2(c) with respect to a particular Owner shall survive until it becomes time-barred (verjähren) on the date that is six (6) months after the signing date of this Agreementon which the last applicable Tax assessment with respect to such Owner has become final and non-amendable (Eintritt der Festsetzungsverjährung einschl. Ablaufhemmungen), except as may be agreed in writing by Seller, Buyer shall not amend the R&W Insurance Policy but in any manner that expands case until seven (7) years after the rights Closing Date, and (b) any claim of subrogation Purchasers for a breach of Seller’s Representations and Warranties set forth in Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.13 or contribution which Section 4.14 shall survive until seven (7) years after the insurer(sClosing Date. (b) that issued the R&W Insurance Policy have under the R&W Insurance Policy to any claims of Buyer against SellerEXCEPT WITH RESPECT TO CONSEQUENTIAL DAMAGES UNDER WARRANTY CLAIMS FULLY COVERED BY THE INSURANCE POLICIES, or any of their respective officersIN NO 48 EVENT SHALL ANY INDEMNIFYING PARTY BE LIABLE TO ANY INDEMNIFIED PARTY FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES, managersOR FOR DAMAGES ON ACCOUNT OF BUSINESS INTERRUPTION, directorsCOST OF CAPITAL OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY (OR DAMAGES SIMILAR TO THE FOREGOING), employees or agents under this AgreementFOR ANY BREACH OR DEFAULT UNDER, whichOR ANY ACT OR OMISSION ARISING OUT OF OR IN ANY WAY RELATING TO, for the avoidance of doubtTHIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, such anti-subrogation provisions shall not apply in the case of Fraud.UNDER ANY FORM OF ACTION WHATSOEVER, WHETHER IN CONTRACT OR OTHERWISE (OTHER THAN INDEMNIFICATION FOR AMOUNTS PAID OR PAYABLE TO THIRD PARTIES IN RESPECT OF ANY THIRD PARTY CLAIM FOR WHICH INDEMNIFICATION HEREUNDER IS OTHERWISE REQUIRED). 9.5

R&W Insurance Policy. The Buyer Purchaser will use its reasonable best efforts to obtain a conditional binder to a representation and warranty and pre-closing tax indemnity insurance policy (the “R&W Insurance Policy”) as promptly as possible after the date hereof. 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 obtained occurred) to the R&W Insurance Policy and shall pay when due all fees, premiums, and other costs and expenses in connection with within the purchase and implementation of times set forth therein to maintain the R&W Insurance PolicyPolicy in full force and effect. The Company and Following the Seller shall cooperate with the Buyer in connection with the arrangement and origination final issuance of the R&W Insurance Policy, including by facilitating Purchaser agrees to use reasonable best efforts to keep the Buyer’s acquisition of a copy of R&W Insurance Policy in full force and effect for the materials included in the electronic data room established by the Seller and the Company in connection with the transactions contemplated herebypolicy period set forth therein. Buyer Upon its final issuance, Purchaser shall cause coverage under deliver the R&W Insurance Policy to incept effective as of the signing date of this Agreement and, thereafter, to be issued promptly following the Closing in accordance with the terms of the binder thereofParent. Buyer shall cause The parties acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to remain Parent entering into the transactions contemplated by this Agreement, and Parent is relying on Purchaser’s covenants and obligations set forth in full force this Section 5.18. The R&W Insurance Policy shall include a provision whereby the insurer expressly waives, and effectirrevocably agrees, including by: (a) complying except in the case of 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 the terms respect to any claim made by any insured thereunder and conditions such Persons shall be express third party beneficiaries of such provision. In addition, 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 Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and (b) satisfying on a timely basisthe 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. In the event that Purchaser or any of its Affiliates otherwise amends, all conditions necessary for waives, modifies or cancels the issuance of or continuance of coverage under the R&W Insurance Policy. During the term terms of the R&W Insurance Policy, Buyer in no event shall cause Parent be liable under Article X for any liabilities or obligations in excess of such liabilities or obligations as they would have under Article X if the R&W Insurance Policy to explicitly provide for an irrevocable waiver by the insurer(s) that issued the R&W Insurance Policy of any and all rights of subrogation had not been so amended, waived, modified or contribution which such insurer(s) might have under the R&W Insurance Policy against Seller or any of their respective officers, managers, directors, employees or agents under this Agreement, except in the case of Fraud. From and after the signing date of this Agreement, except as may be agreed in writing by Seller, Buyer shall not amend the R&W Insurance Policy in any manner that expands the rights of subrogation or contribution which the insurer(s) that issued the R&W Insurance Policy have under the R&W Insurance Policy to any claims of Buyer against Seller, or any of their respective officers, managers, directors, employees or agents under this Agreement, which, for the avoidance of doubt, such anti-subrogation provisions shall not apply in the case of Fraudcancelled.

R&W Insurance Policy. The Buyer has obtained the R&W Insurance Policy and shall pay when due all fees, premiums, and other costs and expenses 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 Buyer’s acquisition of a copy of the materials included in the electronic data room established by the Seller and the Company in In connection with the transactions contemplated hereby. , Buyer shall cause coverage under the has obtained a R&W Insurance Policy to incept effective as of the signing date of this Agreement and, thereafter, to be issued promptly following the Closing in accordance with the terms of the 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 conditions necessary for the issuance of or continuance of coverage under the R&W Insurance PolicyDate. During the term of the R&W Insurance Policy, Buyer (i) shall cause use commercially reasonable efforts to maintain the R&W Insurance Policy in full force and effect and (ii) shall not (and shall cause its Affiliates, to explicitly provide for an irrevocable not) (A) amend, modify, terminate, or waive any waiver by the insurer(s) that issued of subrogation set forth in the R&W Insurance Policy without the prior written consent of Seller (B) take any and all action or omit to take any action that would result in the cancellation, termination, amendment or modification of the R&W Insurance Policy or coverage thereunder other than by payment of claims thereunder, or (C) permit the assignment, substitution or transfer of the rights or obligations of subrogation or contribution which such insurer(s) might have the insurer under the R&W Insurance Policy against Seller or 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 any of their respective officers, managers, directors, employees or agents under this Agreement, except in the case of reason other than Buyer’s Fraud. From and after the signing date of this Agreement, except as may be agreed in writing by Seller, Buyer shall not amend 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 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 (the “Seller R&W Fee”). The parties hereto acknowledge and agree that the failure by Buyer to obtain the R&W Insurance Policy by the Closing and/or to maintain the R&W Insurance Policy in accordance with this Section 5.18 shall not in any manner that expands increase the rights liability of subrogation or contribution which the insurer(s) that issued Indemnifying Parties otherwise applicable under the provisions in Article VI hereof and, in the event of such failure to obtain the R&W Insurance Policy have under Policy, the Seller R&W Insurance Policy to any claims Fee shall not be considered a Seller Transaction Expense for purposes of Buyer against Seller, or any of their respective officers, managers, directors, employees or agents under this Agreement, which, for the avoidance of doubt, such anti-subrogation provisions shall not apply in the case of Fraud.

R&W Insurance Policy. The Buyer Purchaser will use its reasonable best efforts to obtain a conditional binder to a representation and warranty and pre-closing tax indemnity insurance policy (the “R&W Insurance Policy”) as promptly as possible after the date hereof. 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 obtained occurred) to the R&W Insurance Policy and shall pay when due all fees, premiums, and other costs and expenses in connection with within the purchase and implementation of times set forth therein to maintain the R&W Insurance PolicyPolicy in full force and effect. The Company and Following the Seller shall cooperate with the Buyer in connection with the arrangement and origination final issuance of the R&W Insurance Policy, including by facilitating Purchaser agrees to use reasonable best efforts to keep the Buyer’s acquisition of a copy of R&W Insurance Policy in full force and effect for the materials included in the electronic data room established by the Seller and the Company in connection with the transactions contemplated herebypolicy period set forth therein. Buyer Upon its final issuance, Purchaser shall cause coverage under deliver the R&W Insurance Policy to incept effective as of the signing date of this Agreement and, thereafter, to be issued promptly following the Closing in accordance with the terms of the binder thereofParent. Buyer shall cause The Parties acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to remain Parent entering into the transactions contemplated by this Agreement, and Parent is relying on Purchaser’s covenants and obligations set forth in full force this Section 5.16. The R&W Insurance Policy shall include a provision whereby the insurer expressly waives, and effectirrevocably agrees, including by: (a) complying except in the case of 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 the terms respect to any claim made by any insured thereunder and conditions such Persons shall be express third-party beneficiaries of such provision. In addition, 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 Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and (b) satisfying on a timely basisthe 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. In the event that Purchaser or any of its Affiliates otherwise amends, all conditions necessary for waives, modifies, fails to obtain, or cancels the issuance of or continuance of coverage under the R&W Insurance Policy. During the term terms of the R&W Insurance Policy, Buyer in no event shall cause Parent be liable under Article X for any liabilities or obligations in excess of such liabilities or obligations as they would have under Article X if the R&W Insurance Policy to explicitly provide for an irrevocable waiver by the insurer(s) that issued the R&W Insurance Policy of any and all rights of subrogation had not been so amended, waived, modified or contribution which such insurer(s) might have under the R&W Insurance Policy against Seller or any of their respective officers, managers, directors, employees or agents under this Agreement, except in the case of Fraud. From and after the signing date of this Agreement, except as may be agreed in writing by Seller, Buyer shall not amend the R&W Insurance Policy in any manner that expands the rights of subrogation or contribution which the insurer(s) that issued the R&W Insurance Policy have under the R&W Insurance Policy to any claims of Buyer against Seller, or any of their respective officers, managers, directors, employees or agents under this Agreement, which, for the avoidance of doubt, such anti-subrogation provisions shall not apply in the case of Fraudcancelled.