Common use of R&W Insurance Policy Clause in Contracts

R&W Insurance Policy. Promptly following the execution of this Agreement, Sapphire will pay the required deposit fee and all other out-of-pocket payments or fees, and Buyer will take all such other necessary actions, to bind Buyer’s coverage under the R&W Insurance Policy. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as may be reasonably requested by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy/R&W Insurance Binder necessary to the binding of the R&W Insurance Policy. The parties shall use reasonable best efforts to procure that the R&W Insurance Policy provide that Berkshire Hathaway Specialty Insurance and other underwriters of the R&W Insurance Policies (the “R&W Insurers”) shall have no right of subrogation against the Sellers or any of their Affiliates, and the R&W Insurers have waived any such right of subrogation, except in the case of Fraud. For the avoidance of doubt, Buyer acknowledges and agrees that the obtaining of the R&W Insurance Policy is not a condition to any Closing. Buyer agrees to, and to cause its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphire and Emerald, to minimize or eliminate any exclusions from coverage under the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal” ). Upon each Exclusion Removal, Exhibits O and P shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.

R&W Insurance Policy. Promptly following The parties hereto acknowledge that, as of the execution date hereof, Xxxxx has obtained the R&W Insurance Policy, attached hereto as Exhibit D. After Closing, Buyer shall ensure that the terms of this Agreementthe R&W Insurance Policy provide (a) that the insurer waives any claim against Seller and the Seller Related Parties by way of subrogation, Sapphire will pay claim for contribution or otherwise, except in the required deposit fee and all case of Fraud (with the insurer agreeing that the Fraud of any one Person shall not be imputed to any other out-of-pocket payments or feesPerson), and Buyer will take all (b) that Seller and the Seller Related Parties are express third-party beneficiaries of such waiver of subrogation provision. All costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions, Taxes, retention and other necessary actionsfees and expenses of such policy shall be borne solely by Buyer. Seller shall, and shall cause the Seller Related Parties to, use commercially reasonable efforts to bind Buyer’s coverage cooperate as requested by the Company in connection with any claim under the R&W Insurance Policy. Sellers Notwithstanding anything to the contrary in this Agreement, none of the Seller Related Parties shall provide, and shall cause their Affiliates be entitled to provide, such cooperation in connection with the arrangement of any proceeds from the R&W Insurance Policy as may be reasonably requested without the prior written consent of Buyer. To the extent required by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy/R&W Insurance Binder necessary to the binding of the R&W Insurance Policy. The parties shall use reasonable best efforts to procure that the R&W Insurance Policy provide and as requested by Xxxxx, Seller shall deliver to Buyer within ten Business Days after the Closing Date a flash drive containing copies of all documents that Berkshire Hathaway Specialty Insurance and other underwriters of were uploaded to the R&W Insurance Policies (the “R&W Insurers”) shall have no right of subrogation against the Sellers or any of their Affiliates, and the R&W Insurers have waived any such right of subrogation, except in the case of Fraud. For the avoidance of doubt, Buyer acknowledges and agrees that the obtaining of the R&W Insurance Policy is not a condition to any Closing. Buyer agrees to, and to cause its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphire and Emerald, to minimize or eliminate any exclusions from coverage under the R&W Insurance Policy virtual data room used for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal” ). Upon each Exclusion Removal, Exhibits O and P shall be modified by the Parties in respect of for the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removaltransactions contemplated by this Agreement.

R&W Insurance Policy. (a) Promptly following the execution of this Agreement, Sapphire will pay the required deposit fee and all other out-of-pocket payments Buyer or fees, and Buyer will an Affiliate thereof shall take all such other action reasonably necessary actions, to bind Buyer’s coverage under the R&W Insurance Policy. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as may to be reasonably requested by Buyer and which is necessaryconditionally bound on or before the Closing Date, customary in the form provided or advisable in connection with Buyer’s efforts made available to obtain the Seller prior to the date hereof. The R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy/R&W Insurance Binder necessary Policy shall include terms to the binding of the R&W Insurance Policy. The parties shall use reasonable best efforts to procure effect that the R&W Insurance Policy provide that Berkshire Hathaway Specialty Insurance and Insurer waives its rights to bring any claim against the Seller or any other underwriters of the R&W Insurance Policies (the “R&W Insurers”) shall have no right Seller Indemnified Party by 97989374_16 way of subrogation against the Sellers or any of their Affiliates, and the R&W Insurers have waived any such right of subrogation, except claim for contribution (other than in the case of Fraud), and that the Seller and the other Seller Indemnified Parties of the Seller are third-party beneficiaries of such waiver. For the avoidance of doubt, Buyer acknowledges all of the premium and agrees that related fees and expenses payable to the obtaining of R&W Insurer and the broker with respect to the R&W Insurance Policy is shall be borne by the Buyer. (b) After the Closing, the Buyer agrees that it will: (i) comply in all material respects with the terms of any post-Closing deliverables required by the conditional binder to the R&W Insurance Policy (unless waived thereunder); (ii) not a condition agree to any Closing. Buyer agrees toamendment, and variation or waiver of the subrogation provisions contained in the R&W Insurance Policy (or do anything which has a similar effect) in a manner that could reasonably be expected to cause its Affiliates and Representatives toactually prejudice the Seller without the Seller’s prior written consent (such consent not to be unreasonably withheld, use reasonable best efforts, in coordination with Sapphire and Emerald, to minimize conditioned or eliminate delayed); and (iii) not terminate or commute the R&W Insurance Policy or do anything which causes any exclusions from coverage right under the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal” ). Upon each Exclusion Removal, Exhibits O not to have full force and P shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removaleffect.

R&W Insurance Policy. Promptly following Attached hereto as Exhibit D is a representation and warranty insurance policy, which has been bound as of the execution date hereof naming the Buyer as the named insured and covering the representations and warranties of set forth in this Agreement, Sapphire will pay Agreement (the required deposit fee and all other out-of-pocket payments or fees“R&W Insurance Policy”). The Buyer has included in the R&W Insurance Policy provisions that (a) the insurer has no subrogation rights, and will not pursue any claim against the Seller or any Rollover Stockholder except for Fraud and (b) the Seller and each Rollover Stockholder is a third party beneficiary of the insurer’s promise to not pursue any claim against the Seller or any Rollover Stockholder except for Fraud. The Buyer will take shall not modify the limitations on subrogation against the Seller or any Rollover Stockholder in the R&W Insurance Policy without the Seller’s or each of the Rollover Stockholder’s, as applicable, express written consent, not to be unreasonably withheld, conditioned or delayed. Prior to the Closing, the Buyer shall pay or cause to be paid, all such other necessary actions, costs and expenses related to bind Buyer’s coverage under the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commission for the Buyer’s brokers, taxes related to such policy and other fees and expenses of such policy. Sellers The Seller shall provide, use commercially reasonable efforts to assist and shall cause their Affiliates to provide, such cooperation cooperate with Buyer in connection with any claim by the arrangement of Buyer under, or recovery by the R&W Insurance Policy as may be reasonably requested by Buyer and which is necessarywith respect to, customary or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy/R&W Insurance Binder necessary to the binding of the R&W Insurance Policy. The parties shall use reasonable best efforts to procure that the R&W Insurance Policy provide that Berkshire Hathaway Specialty Insurance and other underwriters of the R&W Insurance Policies (the “R&W Insurers”) shall have no right of subrogation against the Sellers or any of their Affiliates, and the R&W Insurers have waived any such right of subrogation, except in the case of Fraud. For the avoidance of doubt, Buyer acknowledges and agrees that the obtaining of the R&W Insurance Policy is not a condition to any Closing. Buyer agrees to, and to cause its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphire and Emerald, to minimize or eliminate any exclusions from coverage under the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal” ). Upon each Exclusion Removal, Exhibits O and P shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.

R&W Insurance Policy. Promptly following On the execution date hereof, Purchaser has bound an insurance policy with respect to the representations and warranties of Seller in this Agreement, Sapphire will pay Agreement (the required deposit fee and all other out-of-pocket payments or fees, and Buyer will “R&W Insurance Policy). Purchaser shall use commercially reasonable efforts to take all such actions necessary to complete the applicable conditions in the conditional binder (other necessary actionsthan the condition that the Closing has occurred, to bind Buyer’s coverage under which this sentence does not apply) to the R&W Insurance Policy within the times set forth therein to maintain the R&W Insurance Policy in full force and effect. Following the final issuance of the R&W Insurance Policy, Purchaser agrees to use commercially reasonable efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth therein. Sellers Purchaser shall provide, and shall cause their Affiliates to provide, such cooperation in connection with provide a copy of the arrangement waiver of subrogation provision of the R&W Insurance Policy as may be reasonably requested by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain the R&W Insurance PolicySeller upon request. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy/R&W Insurance Binder necessary to the binding of the R&W Insurance Policy. The parties shall use reasonable best efforts to procure Purchaser agrees that the R&W Insurance Policy provide that Berkshire Hathaway Specialty Insurance and other underwriters of the R&W Insurance Policies (the “R&W Insurers”) shall have no right of subrogation against the Sellers or expressly exclude any of their Affiliates, and the R&W Insurers have waived any such right of subrogation, except other than in the case of Fraudfraud, against Seller and its Affiliates and their respective officers, directors and employees, and neither Purchaser nor its Affiliates shall amend or waive such subrogation provisions without Seller’s prior written consent. For the avoidance of doubt, Buyer acknowledges and agrees The Parties acknowledge that the Purchaser obtaining of the R&W Insurance Policy is not a condition material inducement to any Closing. Buyer agrees toSeller entering into the transactions contemplated by this Agreement, and to cause its Affiliates Seller is relying on Purchaser’s covenants and Representatives to, use reasonable best efforts, obligations set forth in coordination with Sapphire and Emerald, to minimize or eliminate any exclusions from coverage under the this Section 5.16. The R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal” ). Upon each Exclusion Removal, Exhibits O and P shall may not be modified amended or waived by the Parties Purchaser or its Affiliates in respect of the corresponding Specified Indemnity Matter in any manner that is mutually agreeable and that is consistent with the Exclusion Removalmaterially adverse to Seller or any of its Affiliates without Seller’s prior written consent.

R&W Insurance Policy. Promptly following the execution of this AgreementAt Closing, Sapphire will pay the required deposit fee and all other out-of-pocket payments or fees, and Buyer will take all such other necessary actions, to bind Buyer’s coverage under the R&W Insurance Policy. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the obtain a R&W Insurance Policy as may be reasonably requested by with a coverage limit not to exceed $17,500,000 and that contains terms and conditions that are mutually acceptable to the Buyer and which is necessarythe Seller Representative, customary or advisable including (a) coverage of all representations and warranties ‎contained in connection with Buyer’s efforts Article II, Article III and Article IV, in each case, subject to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts any exclusions and limitations ‎contained therein, (b) a ‎retention amount not to comply in all material respects with all of its obligations under the R&W Insurance Policy/R&W Insurance Binder necessary exceed $1,750,000 and (c) terms to the binding of the R&W Insurance Policy. The parties shall use reasonable best efforts to procure effect that the R&W Insurance Policy provide that Berkshire Hathaway Specialty Insurance Insurer (i) waives, and other underwriters of the R&W Insurance Policies (the “R&W Insurers”) shall have no right of agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers or Seller Parties with respect to any of their Affiliates, and the R&W Insurers have waived claim made by any such right of subrogation, except insured thereunder (other than in the case of Fraud) and (ii) agrees that Buyer has no obligation to pursue any claim against the Seller or the Company in connection with any Damages. For Without the avoidance prior written consent of doubtSeller Representative, Buyer acknowledges and agrees that the obtaining of shall not amend, terminate or modify the R&W Insurance Policy is not in a condition manner that would adversely affect any Seller, including modifying, amending or waiving the subrogation provisions in the R&W Insurance Policy that relate to any ClosingSeller. Notwithstanding that Buyer agrees tohas obtained the R&W Insurance Policy and may have effected any ‎related advancements in connection therewith, fifty percent (50%) of all fees, costs and premiums, ‎including surplus lines taxes, that are required to cause its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphire and Emerald, be paid to minimize or eliminate any exclusions from coverage the insurer under the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement ‎the full term of the R&W Insurance Policy and to the insurance brokerage for arranging, negotiating and ‎placing the R&W Insurance Policy (eachcollectively, an the “Exclusion Removal” R&W Premium”). Upon each Exclusion Removal, Exhibits O and P shall be modified borne by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable Sellers, as a Company ‎Transaction Expense and that is consistent with the Exclusion Removalshall be paid at Closing.

R&W Insurance Policy. Promptly following (a) Buyer has acquired a binding agreement (the execution “Binder Agreement”) to be issued at Closing of this Agreementa buyer-side representation and warranty insurance policy (the “R&W Insurance Policy”), Sapphire will pay attached as Exhibit I, naming Buyer as the required deposit fee “named insured”. Buyer shall use commercially reasonable efforts to satisfy the conditions set forth in the Binder Agreement to ensure that the R&W Insurance Policy is fully bound and in full force and effect at the Closing. (b) In connection with the R&W Insurance Policy, Buyer covenants and agrees to use its commercially reasonable efforts not to, and to ensure that its Affiliates do not, take any action (or omit to take any action) the effect of which would, or could reasonably be expected to, void, materially impair or otherwise abrogate any of the coverages provided or made available pursuant to or under the R&W Insurance Policy and Buyer covenants and agrees not to, and to ensure that its Affiliates do not, amend the subrogation provisions in the R&W Insurance Policy in a manner adverse to Sellers. The cost of obtaining the R&W Insurance Policy, including all other out-of-pocket payments or premiums and any related brokers fees, shall be paid by Buyer at or prior to the Closing. From and after the Closing, Buyer will take all such other necessary actionsshall notify Seller Representative in connection with any claim made by Buyer under the R&W Insurance Policy and to the extent requested in writing, to bind Seller Representative shall, and shall cause Sellers and their Affiliates to, at Buyer’s coverage sole cost and expense, use good faith efforts to reasonably cooperate with Buyer in connection with any claim made by such Person under the R&W Insurance Policy. Sellers shall provide, and shall cause their Affiliates to provide, such cooperation in connection with the arrangement of the R&W Insurance Policy as may be reasonably requested by Buyer and which is necessary, customary or advisable in connection with Buyer’s efforts to obtain the R&W Insurance Policy. Buyer will use reasonable best efforts to comply in all material respects with all of its obligations under the R&W Insurance Policy/R&W Insurance Binder necessary to the binding of the R&W Insurance Policy. The parties shall use reasonable best efforts to procure that the R&W Insurance Policy provide that Berkshire Hathaway Specialty Insurance and other underwriters of the R&W Insurance Policies (the “R&W Insurers”) shall have no right of subrogation against the Sellers or any of their Affiliates, and the R&W Insurers have waived any such right of subrogation, except in the case of Fraud. For the avoidance of doubt, Buyer acknowledges and agrees that the obtaining of the R&W Insurance Policy is not a condition to any Closing. Buyer agrees to, and to cause its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphire and Emerald, to minimize or eliminate any exclusions from coverage under the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal” ). Upon each Exclusion Removal, Exhibits O and P shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.