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 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 (a) Acquirer has obtained and caused to be underwritten a binder for a buy-side insurance policy, to be effective upon or substantially contemporaneously with execution of this Agreement, Amazon will pay providing insurance coverage for breaches of the required deposit fee representations and all other payments or fees warranties of Seller 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 representations and warranties of the Acquired Companies in this Agreement (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 ”), a version of which has been provided to Seller prior to the date hereof. Acquirer shall be responsible for paying all 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 Expenses to the Closing and Amazon shall remain obligated, subject only Third Parties 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 whom such expenses 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)payable; provided, however, that all costs related to such efforts incurred by Amazon or owed to the insurers under fifty percent (50%) of the R&W Insurance Policy Expenses (up to one million five hundred thousand dollars ($1,500,000)) shall be borne considered Seller Transaction Expenses and withheld from the Closing Cash Consideration pursuant to Section 1.9(a) hereof (the amount so withheld, “Seller R&W Insurance Expense Withholding Amount”); and provided further that, notwithstanding anything in this Agreement to the contrary, in no event shall the Acquired Companies or their Subsidiaries (or Seller), individually or collectively, be responsible (through withholding from the Closing Cash Consideration or any requirement or obligation to pay or reimburse Acquirer or any of its Subsidiaries or any Third Party) for any amount in excess of one million five hundred thousand dollars ($1,500,000) in the aggregate for R&W Insurance Policy Expenses and Seller’s share of the Retention Amount Losses (as defined below) pursuant to Section 6.15(b) below. Acquirer acknowledges that the representations and warranties of Seller and representations and warranties of the Acquired Companies contained in or made pursuant to this Agreement and the representations and warranties of Seller and/or the Acquired Companies set forth in any certificate delivered at the Closing in connection with this Agreement (except for the Fundamental Representations) shall terminate effective as of the Closing, shall not survive the Closing and that, after the Closing occurs, the sole recourse and remedy of Acquirer (or any other Acquirer Related Party) for monetary damages (whether such damages arise pursuant to contract, tort or other theory of law) in respect of any inaccuracy or breach of any representation or warranty of Seller or any representation or warranty of the Acquired Companies contained in this Agreement or in any certificate delivered pursuant hereto, or otherwise in connection with the matters described in this Agreement or the consummation of the Transactions (except for Acquirer’s right to seek indemnification from Seller with respect to any breach of Fundamental Representations as contemplated by AmazonSection 9.2(a)(i) and (ii)), shall be to make a claim against the R&W Insurance, except in the event of Fraud on the part of Seller or the Acquired Companies in connection with their representations and warranties set forth herein; provided, that, nothing in this Section 1.1(a) is intended to, and nothing in this Section 6.15(a) shall be construed or interpreted to, limit the right of any party hereto to equitable remedies or other non-monetary remedies at law, including the right to seek specific performance and/or injunctive relief under Applicable Law. Acquirer agrees to cause the R&W Insurance Policy, when issued, to expressly provide that the insurer(s) issuing such policy shall waive or otherwise not pursue any subrogation rights against Seller or any other Seller Related Party (the “Non-Subrogation Provisions”) in each case except with respect to Fraud and that the Non-Subrogation Provisions shall not be amended or otherwise waived in a manner adverse to Seller without Seller’s prior written consent.

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 (a) Notwithstanding anything to the execution of contrary in this Agreement, Amazon will pay (i) the Indemnitee Parties shall be 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 first bring a timely claim under the R&W Insurance Policy and exhaust all remedies thereunder prior to bringing any related costs claim against Indemnitor for indemnification under this Agreement, (ii) any Loss subject to indemnification pursuant to Section 1 (an “Indemnifiable Loss”) shall be calculated net of any Insurance Proceeds, and expenses incurred thereunder (iii) in no event shall any Indemnitee Party be entitled to indemnification under this Agreement with respect to any Indemnifiable Loss for which it has received Insurance Proceeds. In furtherance thereof, if an Indemnitee Party receives a payment required by this Agreement from Indemnitor in respect of any Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds with respect to such Indemnifiable Loss, then the Indemnitee shall pay to the Indemnitor an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that arise from Fraudwould have been due if the Insurance Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) Sellers may rely upon Each party acknowledges that the indemnification provisions hereof do not relieve any insurer who would otherwise be obligated to pay any claim to pay such claim. No provider of any R&W Insurance Policy shall have any subrogation right, entitlement of privilege, or other recourse whatsoever against the Indemnitor pursuant to this Agreement. (c) As used herein, (i) “R&W Insurance Policy” shall mean that certain buyers representations and enforce warranties insurance policy issued by GAIG with respect to the foregoing subrogation provision of transactions contemplated by the Purchase Agreement, and (ii) “Insurance Proceeds” shall mean those monies paid by the insurance carrier under the R&W Insurance Policy as express third-party beneficiaries thereof and (c) the foregoing subrogation provision on behalf of the R&W Insurance Policy may not be terminated, amended insured plus any amounts which would have been paid but for the applicable deductible 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 retention 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 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.

R&W Insurance Policy. Promptly following (a) Following the execution of this Agreement, Amazon will pay Buyer shall use commercially reasonable efforts to cause to be bound a R&W Insurance Policy by no later than the required deposit fee date that is sixty (60) calendar days after the date of this Agreement (or by such other date mutually agreed to by Xxxxx and all other payments Seller), which R&W Insurance Policy shall (i) be on terms reasonably acceptable to Buyer; provided, that, an insurance policy that does not include a blanket exclusion on intellectual property matters as a specific underwriting exclusion, or fees with such changes thereto as a reasonable buyer in Buyer’s position would find acceptable as a commercial matter, shall be deemed acceptable to Buyer, and take all necessary actions to bind Amazon’s coverage (ii) provide that the underwriter and insurers under the R&W Insurance Policy. The R&W Insurance Policy shall provide that (a) Euclid Transactional Risk LLC (the “R&W Insurer”) shall will have no right of subrogation against Seller or any of its Affiliates nor any of their respective successors and permitted assigns, officers, employees, directors, managers, members, partners, stockholders or Representatives, other than in the Sellerscase of Fraud. (b) Seller will, and the R&W Insurer has waived any such right of subrogationwill cause its Representatives to, except reasonably cooperate with respect to that portion of any Losses (as defined Buyer or its Affiliates in connection with Buyer obtaining the R&W Insurance Policy, including by responding to reasonable and customary due diligence questions and providing information (and related updates to the Disclosure Schedules) paid in connection with the R&W Insurance Policy underwriting process (subject to Section 8.03 (Access to Information)). Buyer will take all actions reasonably necessary to cause the R&W Insurance Policy to be bound as promptly as practicable following the date hereof, but in any event no later than the date set forth above, and to cause the R&W Insurance Policy to be issued at the Closing, including Buyer complying, or causing the compliance, with all reasonable requirements and deliverables under the R&W Insurance Policy and the delivery of a no claims declaration on behalf of the insured party. Notwithstanding the foregoing, Seller shall not be required to commit to take any related costs and expenses incurred thereunder that arise from Fraud, (b) Sellers may rely upon and enforce the foregoing subrogation provision of action in connection with 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 contingent upon 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 the entry into any and all diligence related theretoagreement); 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 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.