Common use of R&W Insurance Policy Clause in Contracts

R&W Insurance Policy. Promptly following the execution of this Agreement, Amazon will pay the required deposit fee and all other payments or fees and take all necessary actions to bind Amazon’s coverage under the R&W Insurance Policy. The R&W Insurance Policy shall provide that (a) Euclid Transactional Risk LLC (the “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, upon reaching the six (6) month anniversary of the date of this Agreement, in additional underwriting to 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 at least three (3) months. The Designated Sellers and Danube agree to cooperate with Amazon in connection with such efforts (including any and all diligence related thereto); provided, however, that all costs related to such efforts incurred by Amazon or owed to the insurers under the R&W Insurance Policy shall be borne by Amazon.

R&W Insurance Policy. Promptly 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 execution Closing in accordance with the terms of this Agreementthe binder thereof. Buyer shall cause the R&W Insurance Policy to remain in full force and effect, Amazon will pay including by: (a) complying with the required deposit fee terms and conditions of the R&W Insurance Policy and (b) satisfying on a timely basis, all other payments conditions necessary for the issuance of or fees and take all necessary actions to bind Amazon’s continuance of coverage under the R&W Insurance Policy. The R&W Insurance Policy shall provide that (a) Euclid Transactional Risk LLC (During the “R&W Insurer”) shall have no right term 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, Buyer shall cause the R&W Insurance Policy to explicitly provide for an irrevocable waiver by the insurer(s) paid 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 any related costs and expenses incurred thereunder that arise from Fraudafter the signing date of this Agreement, (b) Sellers except as may rely upon and enforce the foregoing subrogation provision of be agreed in writing by Seller, Buyer shall not amend the R&W Insurance Policy as express third-party beneficiaries thereof and (cin any manner that expands the rights of subrogation or contribution which the insurer(s) the foregoing subrogation provision of that issued the R&W Insurance Policy may not be terminatedhave under the R&W Insurance Policy to any claims of Buyer against Seller, amended or modified. For any of their respective officers, managers, directors, employees or agents under this Agreement, which, for the avoidance of doubt, Amazon acknowledges and agrees that such anti-subrogation provisions shall not apply in the obtaining case 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, upon reaching the six (6) month anniversary of the date of this Agreement, in additional underwriting to 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 at least three (3) months. The Designated Sellers and Danube agree to cooperate with Amazon in connection with such efforts (including any and all diligence related thereto); provided, however, that all costs related to such efforts incurred by Amazon or owed to the insurers under the R&W Insurance Policy shall be borne by AmazonFraud.

R&W Insurance Policy. Promptly following Notwithstanding anything herein to the execution of contrary, (a) all claims by Buyer Indemnified Parties for any Losses under this AgreementArticle IX, Amazon will pay to the required deposit fee extent not satisfied by the Indemnification Fund and all other payments or fees to the extent covered by the R&W Insurance Policy, shall be asserted against the R&W Insurance Policy and take all necessary actions resolved in compliance with the procedures set forth in the R&W Insurance Policy, and (b) Buyer’s sole and exclusive remedy for any Losses under Section 9.1, except with respect to bind Amazon’s coverage 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. The 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 shall provide that (a) Euclid Transactional Risk LLC (for any indemnification claim brought by a Buyer Indemnified Party, as well as the “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 resolution of any Losses (as defined disputes related thereto, shall also proceed in accordance with the procedures set forth in the R&W Insurance Policy) paid under . Buyer agrees to pay the R&W Insurance Policy total premium and any related costs (including but not limited to Taxes, underwriting fees and expenses incurred thereunder that arise from Fraud, (b) Sellers may rely upon broker fees and enforce the foregoing subrogation provision of commissions associated with the R&W Insurance Policy as express third-party beneficiaries thereof and (cPolicy) the foregoing subrogation provision of for the R&W Insurance Policy may not Policy; provided, however, fifty percent (50%) of such premium and related costs shall be terminated, amended or modifieddeemed Transaction Expenses and borne by the Company. For the avoidance of doubt, Amazon Buyer acknowledges and agrees that the obtaining of the R&W Insurance Policy is not a condition to the Closing and Amazon that Buyer’s failure or inability to obtain the R&W Insurance Policy shall remain obligated, subject only to not affect the satisfaction or waiver of the conditions set forth in Article VIII of this Agreement, Buyer’s and Merger Sub’s obligation to consummate the transactions contemplated by this Agreementhereunder. If In addition, Buyer acknowledges and agrees that the Transactions are 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 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 are delayed); provided that the foregoing provision shall not reasonably expected be interpreted to be) consummated within eighteen (18) months after in any way impair or diminish the date right of this Agreement, Amazon shall use commercially reasonable efforts Buyer or any other insured under the R&W Insurance Policy to engage the insurers pursue and obtain recovery for any Loss under the R&W Insurance Policy, upon reaching the six (6) month anniversary of the date of this Agreement, in additional underwriting to 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 at least three (3) months. The Designated Sellers and Danube agree to cooperate with Amazon in connection with such efforts (including any and all diligence related thereto); provided, however, that all costs related to such efforts incurred by Amazon or owed to the insurers under the R&W Insurance Policy shall be borne by Amazon.

R&W Insurance Policy. Promptly following 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 execution of this Agreement, Amazon will pay “R&W Insurance Policy”) as promptly as possible after the required deposit fee and all other payments or fees and date hereof. Purchaser shall use reasonable best efforts to take all actions necessary actions to bind Amazon’s coverage under complete the applicable conditions in the conditional binder (other than the condition that the Closing has occurred) to the R&W Insurance Policy within the times set forth therein to maintain the R&W Insurance Policy in full force and effect. Following the final issuance of the R&W Insurance Policy, Purchaser agrees to use reasonable best efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth therein. Upon its final issuance, Purchaser shall deliver the R&W Insurance Policy to Parent. The parties acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to Parent entering into the transactions contemplated by this Agreement, and Parent is relying on Purchaser’s covenants and obligations set forth in this Section 5.18. The R&W Insurance Policy shall provide that (a) Euclid Transactional Risk LLC (include a provision whereby the “R&W Insurer”) shall have no right of subrogation against the Sellersinsurer expressly waives, and the R&W Insurer has waived any such right of subrogationirrevocably agrees, 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 respect to that portion of any Losses (as defined in the R&W Insurance Policy) paid under the R&W Insurance Policy claim made by any insured thereunder 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 such Persons shall be express third-third party beneficiaries thereof and (c) the foregoing subrogation provision of such provision. In addition, the R&W Insurance Policy may not be terminated, amended or modifiedwaived 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 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. For In the avoidance event that Purchaser or any of doubtits Affiliates otherwise amends, Amazon acknowledges and agrees that waives, modifies or cancels the obtaining terms 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, upon reaching the six (6) month anniversary in no event shall Parent be liable under Article X for any liabilities or obligations in excess of the date of this Agreement, in additional underwriting to 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 at least three (3) months. The Designated Sellers and Danube agree to cooperate with Amazon in connection with such efforts (including any and all diligence related thereto); provided, however, that all costs related to such efforts incurred by Amazon liabilities or owed to the insurers obligations as they would have under Article X if the R&W Insurance Policy shall be borne by Amazonhad not been so amended, waived, modified or cancelled.

R&W Insurance Policy. Promptly following Subject to the execution other provisions of this AgreementSection 8.11, Amazon the Buyer shall use commercially reasonable efforts to promptly bind the R&W Insurance Policy for representations and warranties set forth in Article 3 and Article 4 as of the Closing Date on terms not materially less favorable to the Buyer in the aggregate than the terms set forth on Exhibit A (assuming for the purposes hereof that any matter described in Item 6 of Exhibit A (whether described in Item 6 as an exclusion or as an area of heightened risk) will pay the required deposit fee and all other payments or fees and take all necessary actions to bind Amazon’s be excluded from coverage under the R&W Insurance Policy). The costs and expenses of the 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 that notice to the Buyer of its intent to terminate this Agreement by providing the Buyer with at least five (a5) Euclid Transactional Risk LLC Business Days prior written notice of such intention to terminate (the “Termination Notice”), (ii) if the Buyer has proposed a R&W Insurer”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) shall have no right Business Days prior written notice of subrogation against the Sellerssuch intent to accept, and the R&W Insurer has waived any such right of subrogation, except with respect to that portion of any Losses or (as defined in iii) obtain the R&W Insurance PolicyPolicy with an aggregate premium not to exceed $1,865,000 for the benefit of the Buyer, the costs and expenses of which shall be borne as provided in the 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) paid 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 and any related costs and expenses incurred thereunder that arise from Fraudthat are not included as an exclusion or an area of heightened risk in Item 6 of Exhibit A, (b) Sellers may rely upon and enforce which indemnification liability shall be limited to recovery of Indemnification Escrow Funds, if any, in accordance with the foregoing subrogation provision terms of the Escrow Agreement. In the event that the Seller provides a Termination Notice to the Buyer, the Buyer shall 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 as express third-party beneficiaries thereof and (c) on terms no less favorable to the foregoing subrogation provision of Buyer in any respect than the terms set forth on Exhibit A or waives its right to obtain a R&W Insurance Policy may not be terminated, amended or modified. For and seeks to close 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, Transactions (but subject only to the satisfaction or and waiver of the conditions set forth in Article VIII 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, 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 While Buyer will use commercially reasonable efforts to engage the insurers under the obtain a R&W Insurance PolicyPolicy that may be bound promptly, upon reaching the six (6) month anniversary of the date of this Agreement, in additional underwriting inability to seek to minimize any diminishment in coverage in relation to the fact procure a R&W Insurance Policy that the Transactions may cannot be consummated within eighteen (18) monthsbound until some later date, it being understood that (x) any such engagement up to and any such minimization will be at the insurers’ sole discretionincluding Closing, and (y) upon the insurers’ declining to engage in additional underwriting, Amazon need shall not seek to engage them again for at least three (3) months. The Designated Sellers and Danube agree to cooperate with Amazon in connection with such efforts (including any and all diligence related thereto); provided, however, that all costs related to such efforts incurred by Amazon or owed to the insurers under make the R&W Insurance Policy shall be borne by Amazonnonconforming for purposes of this provision.

R&W Insurance Policy. Promptly following The Buyer Entities have delivered to Sellers the execution binder agreement, dated as of this the date hereof (the “Binder Agreement”), Amazon will pay between the required deposit fee 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 does not include an entitlement to subrogation rights of recovery against Sellers, except in the case of 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 other payments or fees and take all necessary actions of the conditions precedent to bind Amazon’s coverage under 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 hereof, Buyer Entities has no reason to believe that any of the conditions precedent to the issuance of the final R&W Insurance Policy shall provide that (a) Euclid Transactional Risk LLC (on the “R&W Insurer”) shall have no right terms therein will not be satisfied. Each of subrogation against Buyer Entities and Underwriter has the Sellersrequisite power and authority to execute and deliver, and to perform its covenants, agreements and obligations under, the R&W Insurer 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 waived any such right occurred that, with or without notice or lapse of subrogationtime or both, except with respect would or would reasonably be expected to that portion constitute a breach or default of any Losses (as defined 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 R&W Insurance Policy) paid under Binder Agreement or otherwise cause the final 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 to 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, upon reaching the six (6) month anniversary of the date of this Agreement, in additional underwriting to 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 at least three (3) months. The Designated Sellers and Danube agree to cooperate with Amazon in connection with such efforts (including any and all diligence related thereto); provided, however, that all costs related to such efforts incurred by Amazon or owed to the insurers under the R&W Insurance Policy shall be borne by Amazonunavailable.

R&W Insurance Policy. Promptly following The Parties acknowledge and agree that, as of or prior to the execution of this AgreementExecution Date, Amazon will pay Purchaser has procured the required deposit fee and all other payments or fees and take all necessary actions to bind Amazon’s coverage under R&W Conditional Binder in connection with the R&W Insurance Policy. The 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 shall provide that (a) Euclid Transactional Risk LLC (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 Insurer”) shall have no right of subrogation against Insurance Policy. Seller agrees to use commercially reasonable efforts to assist Purchaser in its efforts to satisfy 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 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) paid (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 and any related costs and expenses incurred thereunder that arise from Fraudis denied, (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 terminateddisputed, amended exhausted or modifiedotherwise made unavailable to Purchaser or its Affiliates, in whole or in part. For the avoidance of doubt, Amazon acknowledges the Parties acknowledge and agrees agree that (i) the obtaining procurement by Purchaser of the R&W Insurance Policy is not a condition to the Closing and Amazon shall remain obligated(ii) all costs, subject only fees and expenses with respect 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 obtaining the R&W Insurance Policy, upon reaching including the six (6) month anniversary total premium, underwriting costs, Taxes, brokerage commission, retention and other costs, fees and expenses of the date of this Agreementsuch policy, in additional underwriting to 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 at least three (3) months. The Designated Sellers and Danube agree to cooperate with Amazon in connection with such efforts (including any and all diligence related thereto); provided, however, that all costs related to such efforts incurred by Amazon or owed to the insurers under the R&W Insurance Policy shall be borne by AmazonPurchaser.

R&W Insurance Policy. Promptly following 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 execution of this Agreement, Amazon will pay “R&W Insurance Policy”) as promptly as possible after the required deposit fee and all other payments or fees and date hereof. Purchaser shall use reasonable best efforts to take all actions necessary actions to bind Amazon’s coverage under complete the applicable conditions in the conditional binder (other than the condition that the Closing has occurred) to the R&W Insurance Policy within the times set forth therein to maintain the R&W Insurance Policy in full force and effect. Following the final issuance of the R&W Insurance Policy, Purchaser agrees to use reasonable best efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth therein. Upon its final issuance, Purchaser shall deliver the R&W Insurance Policy to Parent. The Parties acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to Parent entering into 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 shall provide that (a) Euclid Transactional Risk LLC (include a provision whereby the “R&W Insurer”) shall have no right of subrogation against the Sellersinsurer expressly waives, and the R&W Insurer has waived any such right of subrogationirrevocably agrees, 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 respect to that portion of any Losses (as defined in the R&W Insurance Policy) paid under the R&W Insurance Policy claim made by any insured thereunder 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 such Persons shall be express third-party beneficiaries thereof and (c) the foregoing subrogation provision of such provision. In addition, the R&W Insurance Policy may not be terminated, amended or modifiedwaived 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 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. For In the avoidance event that Purchaser or any of doubtits Affiliates otherwise amends, Amazon acknowledges and agrees that waives, modifies, fails to obtain, or cancels the obtaining terms 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, upon reaching the six (6) month anniversary in no event shall Parent be liable under Article X for any liabilities or obligations in excess of the date of this Agreement, in additional underwriting to 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 at least three (3) months. The Designated Sellers and Danube agree to cooperate with Amazon in connection with such efforts (including any and all diligence related thereto); provided, however, that all costs related to such efforts incurred by Amazon liabilities or owed to the insurers obligations as they would have under Article X if the R&W Insurance Policy shall be borne by Amazonhad not been so amended, waived, modified or cancelled.

R&W Insurance Policy. Promptly following the execution (i) Notwithstanding any other provision of this Agreement, Amazon will pay the required deposit fee 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, expenses (including legal expenses) and all other payments or fees and take all necessary actions interest, is limited to bind Amazon’s coverage under the R&W Insurance Policy. The R&W Insurance Policy shall provide that one euro (a€1) Euclid Transactional Risk LLC (the “R&W InsurerLiability Cap”) ), which amount shall have no right of subrogation be paid by Seller to Purchasers at Closing through a credit against the Sellersamount payable by the Purchasers hereunder, and the R&W Insurer has waived any such right Purchasers agree and accept that their only recourse in respect 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 all and any related costs and expenses incurred thereunder that arise from Fraud, Warranty Claims (bother than those arising as a result of fraud or willful misconduct) Sellers may rely upon and enforce the foregoing subrogation provision in excess 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 Liability Cap shall 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, upon reaching notwithstanding that the Purchasers are or may be unable to pursue or obtain any remedy under the R&W Insurance Policy, whether due to policy exceptions or exclusions, validity (including due to the insolvency, breach or default of any person), or creditworthiness, Purchasers’ failure to obtain or maintain the R&W Insurance or otherwise. (ii) The Purchasers acknowledge, agree and undertake that any claims under this agreement, including Warranty Claims, are subject to Section 10.12. (iii) There shall be no liability for any Warranty Claim unless the Purchasers give written notice to the Seller of any matter or event which may give rise to the Warranty Claim as soon as commercially practicable after the Purchasers become aware of such matter or event with reasonable detail of such matter or event then known to the Purchasers, on or before the date being thirty-six (36) months from the Closing Date (the “R&W Survival Period”). (iv) Notwithstanding the limitation specified in the immediately preceding paragraph, (a) any claim of 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) month anniversary of months after the 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), but in additional underwriting to seek to minimize any diminishment in coverage in relation to case until seven (7) years after 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 discretionClosing Date, and (yb) upon any claim of 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 Section 4.14 shall survive until seven (7) years after the insurers’ declining to engage in additional underwritingClosing Date. (b) EXCEPT WITH RESPECT TO CONSEQUENTIAL DAMAGES UNDER WARRANTY CLAIMS FULLY COVERED BY THE INSURANCE POLICIES, Amazon need not seek to engage them again for at least three IN NO 48 EVENT SHALL ANY INDEMNIFYING PARTY BE LIABLE TO ANY INDEMNIFIED PARTY FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR DAMAGES ON ACCOUNT OF BUSINESS INTERRUPTION, COST OF CAPITAL OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY (3) monthsOR DAMAGES SIMILAR TO THE FOREGOING), FOR ANY BREACH OR DEFAULT UNDER, OR ANY ACT OR OMISSION ARISING OUT OF OR IN ANY WAY RELATING TO, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, 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). The Designated Sellers and Danube agree to cooperate with Amazon in connection with such efforts (including any and all diligence related thereto); provided, however, that all costs related to such efforts incurred by Amazon or owed to the insurers under the R&W Insurance Policy shall be borne by Amazon.9.5

R&W Insurance Policy. Promptly following the execution of this Agreement, Amazon will pay the required deposit fee Buyer has bound and all other payments or fees and take all necessary actions delivered to bind Amazon’s coverage under the R&W Insurance Policy. The R&W Insurance Policy shall provide that (a) Euclid Transactional Risk LLC (the “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 7-Eleven the R&W Insurance Policy as express thirdof the Signing Date. Buyer shall take all actions reasonably necessary to 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 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 deliver the R&W Insurance Policy to 7-party beneficiaries thereof Eleven. Buyer 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 (c) the foregoing subrogation provision of 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 terminated, amended or modifiedwaived 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 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). For In the avoidance event that Buyer or any of doubtits Affiliates otherwise amends, Amazon acknowledges and agrees that waives, modifies or cancels the obtaining terms 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, upon reaching the six (6) month anniversary in no event shall any Seller Party be liable under this Agreement for any liabilities or obligations in excess of the date of such liabilities or obligations as they would have under this Agreement, in additional underwriting to 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 at least three (3) months. The Designated Sellers and Danube agree to cooperate with Amazon in connection with such efforts (including any and all diligence related thereto); provided, however, that all costs related to such efforts incurred by Amazon or owed to the insurers under Agreement if the R&W Insurance Policy shall be borne by Amazonin the form as of the Signing Date had not been so amended, waived, modified or cancelled.

R&W Insurance Policy. Promptly following In connection with the execution transactions contemplated hereby, Buyer has obtained a R&W Insurance Policy effective as of this Agreement, Amazon will pay the required deposit fee and all other payments or fees and take all necessary actions to bind Amazon’s coverage under Closing Date. During the term of the R&W Insurance Policy. The R&W Insurance Policy shall provide that , Buyer (ai) Euclid Transactional Risk LLC (the “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 maintain the insurers R&W Insurance Policy in full force and effect and (ii) shall not (and shall cause its Affiliates, to not) (A) amend, modify, terminate, or waive any waiver of subrogation set forth in the 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 or coverage thereunder other than by payment of claims thereunder, or (C) permit the assignment, substitution or 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 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 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 increase the liability of the 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, upon reaching the six (6) month anniversary of the date Seller R&W Fee shall not be considered a Seller Transaction Expense for purposes of this Agreement, in additional underwriting to 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 at least three (3) months. The Designated Sellers and Danube agree to cooperate with Amazon in connection with such efforts (including any and all diligence related thereto); provided, however, that all costs related to such efforts incurred by Amazon or owed to the insurers under the R&W Insurance Policy shall be borne by Amazon.