Common use of R&W Insurance Policy Clause in Contracts

R&W Insurance Policy. (a) Substantially concurrently with the execution and delivery of this Agreement, Buyer shall furnish a true and correct copy of the R&W Binder to Seller. Buyer will not, and will cause the Specified Buyer Affiliate not to, without the prior written consent of Seller and Parent (such consent not to be unreasonably withheld, conditioned or delayed), amend, modify or waive the subrogation waiver, policy limit, retention amount or policy exclusions in the R&W Insurance Policy in a manner that is detrimental to Seller or Parent or would otherwise increase Seller’s indemnification obligations pursuant to Article XII. Buyer will provide each of Seller and Parent with copies of any amendments, modifications or waivers to the R&W Insurance Policy following the issuance thereof. Fifty percent (50%) of all R&W Insurance Expenses shall be borne by Xxxxx and the remaining fifty percent (50%) of such R&W Insurance Expenses shall be Transaction Expenses. Prior to the Closing, Seller shall cooperate with Buyer and the Specified Buyer Affiliate, and take such actions as Buyer or the Specified Buyer Affiliate may reasonably request, in order to enable the Specified Buyer Affiliate to obtain the R&W Insurance Policy on the terms set forth in the R&W Binder. Buyer shall, and shall cause the Specified Buyer Affiliate to, use reasonable best efforts to satisfy the conditions set forth in Section 14 of the R&W Binder that are within its control.

R&W Insurance Policy. (a) Substantially concurrently The Buyer Parties and the Seller Parties acknowledge that Xxxxx is obtaining the R&W Insurance Policy for coverage of certain indemnification obligations of the Seller Parties with respect to the execution representations and delivery warranties of this Agreementthe Seller Parties contained in ARTICLE IV. The Seller Parties, Buyer on the one hand, and Buyer, on the other hand, shall furnish a true each pay and correct copy be responsible for 50% of the R&W Binder Insurance Policy Costs. With respect to Sellerall claims for Losses made pursuant to this ARTICLE VII for which coverage is available under the R&W Insurance Policy, to the extent the procedures in this ARTICLE VII are inconsistent with the procedures, requirements, terms, conditions, or other provisions of the R&W Insurance Policy with regard to matters such as notice, retention of counsel, settlement or defense of claims or any other matter addressed in this ARTICLE VII, the procedures in the R&W Insurance Policy shall control, it being understood that such inconsistency shall not relieve a Buyer Indemnitee or Seller Indemnitee from such Party’s obligations to give notice to the indemnifying party if such claim involves any matter for which indemnification may be required to be made by the Seller Parties (and not exclusively under the R&W Insurance Policy). Buyer will notDuring the term of the R&W Insurance Policy, and will cause Xxxxx shall not agree to any amendment, variation or waiver of the Specified Buyer Affiliate not to, R&W Insurance Policy that has any impact on the Seller Parties without the prior written consent of Seller and Parent (such consent not to be unreasonably withheld, conditioned or delayed), amend, modify or waive the subrogation waiver, policy limit, retention amount or policy exclusions in Seller. Buyer shall cause the R&W Insurance Policy to provide that the insurer shall waive and not pursue any subrogation rights against the Seller Parties, other than subrogation rights against a Seller Party in a manner that is detrimental to the case of Fraud committed by such Seller or Parent or would otherwise increase Seller’s indemnification obligations pursuant to Article XII. Buyer will provide each Party and shall not cause the termination of Seller and Parent with copies of any amendments, modifications or waivers to the R&W Insurance Policy following the issuance thereof. Fifty percent (50%) of all R&W Insurance Expenses shall be borne by Xxxxx and the remaining fifty percent (50%) of such R&W Insurance Expenses shall be Transaction Expenses. Prior to the Closing, Seller shall cooperate with Buyer and the Specified Buyer Affiliate, and take such actions as Buyer or the Specified Buyer Affiliate may reasonably request, in order to enable the Specified Buyer Affiliate to obtain the R&W Insurance Policy on the terms set forth in the R&W Binder. Buyer shall, and shall cause the Specified Buyer Affiliate to, use reasonable best efforts to satisfy the conditions set forth in Section 14 of the R&W Binder that are within its controlwithout Seller’s prior written consent.

R&W Insurance Policy. Buyer shall ensure the R&W Insurance Policy provides that the insurer(s) (aand any managing general underwriter thereof) Substantially concurrently with shall not have, and to the fullest extent waive(s), any and all subrogation rights or rights of contribution it might have against Seller or the Seller Related Parties arising out of, as a result of, or related to this Agreement, or the negotiation, execution and delivery or performance of this Agreement, Buyer including any alleged breach of any representation or warranty except in the case of losses caused by the Actual Fraud 77 of the party making the applicable representation and warranty under Articles 4 or 5. The R&W Insurance Policy shall furnish a true provide that Seller and correct copy the Seller Related Parties are third-party beneficiaries of the provisions provided for in this Section 7.17. Additionally, and without limiting the generality of the foregoing, any rights of any issuer of the R&W Binder to Seller. Buyer will notInsurance Policy, and will cause the Specified Buyer Affiliate including any rights of subrogation, do not toaffect, without the prior written consent expand or increase any liability or obligation of Seller in connection with this Agreement. For the avoidance of doubt, the obligation of Buyer to consummate the transactions contemplated under this Agreement (including the Closing and Parent (such consent paying the Deferred Consideration) shall not to be unreasonably withheld, conditioned or delayed), amend, modify or waive the subrogation waiver, policy limit, retention amount or policy exclusions in on Buyer obtaining the R&W Insurance Policy in a manner and Buyer shall not be entitled to claim that is detrimental to Seller or Parent the Company breached any covenant, representation or would otherwise increase Sellerwarranty in this Agreement arising in connection with Buyer’s indemnification obligations pursuant to Article XII. Buyer will provide each of Seller and Parent with copies of any amendments, modifications or waivers to the R&W Insurance Policy following the issuance thereof. Fifty percent (50%) of all R&W Insurance Expenses shall be borne by Xxxxx and the remaining fifty percent (50%) of such R&W Insurance Expenses shall be Transaction Expenses. Prior to the Closing, Seller shall cooperate with Buyer and the Specified Buyer Affiliate, and take such actions as Buyer or the Specified Buyer Affiliate may reasonably request, in order to enable the Specified Buyer Affiliate failure to obtain the R&W Insurance Policy on as contemplated by this Section 7.17. On the terms set forth in Closing, (x) the Company shall pay the unpaid RWI Costs to the applicable insurer(s) and general underwriter(s) pursuant to invoices relating to the costs and expenses relating to the R&W Binder. Insurance Policy provided by Buyer shall, at least three (3) Business Day prior to the Closing and promptly provide evidence of such payment to Buyer and (y) Buyer shall cause be responsible for paying the Specified Buyer Affiliate to, use reasonable best efforts balance of any remaining costs and expenses relating to satisfy the conditions set forth R&W Insurance Policy in Section 14 excess of the R&W Binder that are within its controlRWI Costs.

R&W Insurance Policy. At Closing, Buyer will obtain a R&W Insurance Policy with a coverage limit not to exceed $17,500,000 and that contains terms and conditions that are mutually acceptable to the Buyer and the Seller Representative, including (a) Substantially concurrently with coverage of all representations and warranties ‎contained in Article II, Article III and Article IV, in each case, subject to any exclusions and limitations ‎contained therein, (b) a ‎retention amount not to exceed $1,750,000 and (c) terms to the execution and delivery of this Agreement, Buyer shall furnish a true and correct copy of effect that the R&W Binder to Seller. Buyer will notInsurer (i) waives, and will cause agrees not to pursue, directly or indirectly, any subrogation rights against the Specified Seller Parties with respect to any claim made by any insured thereunder (other than in the case of Fraud) and (ii) agrees that Buyer Affiliate not to, without has no obligation to pursue any claim against the Seller or the Company in connection with any Damages. Without the prior written consent of Seller and Parent (such consent Representative, Buyer shall not to be unreasonably withheld, conditioned or delayed), amend, terminate or modify or waive the subrogation waiver, policy limit, retention amount or policy exclusions in the R&W Insurance Policy in a manner that is detrimental to Seller would adversely affect any Seller, including modifying, amending or Parent or would otherwise increase Seller’s indemnification obligations pursuant to Article XII. Buyer will provide each of Seller and Parent with copies of any amendments, modifications or waivers to waiving the subrogation provisions in the R&W Insurance Policy following that relate to any Seller. Notwithstanding that Buyer has obtained the issuance thereof. Fifty 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 be paid to the insurer under the R&W Insurance Expenses Policy for ‎the full term of the R&W Insurance Policy and to the insurance brokerage for arranging, negotiating and ‎placing the R&W Insurance Policy (collectively, the “R&W Premium”), shall be borne by Xxxxx the Sellers, as a Company ‎Transaction Expense and the remaining fifty percent (50%) of such R&W Insurance Expenses shall be Transaction Expenses. Prior to the paid at Closing, Seller shall cooperate with Buyer and the Specified Buyer Affiliate, and take such actions as Buyer or the Specified Buyer Affiliate may reasonably request, in order to enable the Specified Buyer Affiliate to obtain the R&W Insurance Policy on the terms set forth in the R&W Binder. Buyer shall, and shall cause the Specified Buyer Affiliate to, use reasonable best efforts to satisfy the conditions set forth in Section 14 of the R&W Binder that are within its control.