Common use of R&W Insurance Clause in Contracts

R&W Insurance. Purchaser has obtained a conditional binder for the R&W Insurance Policy, attached hereto as Exhibit C, and Purchaser acknowledges that a true, correct and complete copy of such conditional binder has been provided to Seller. The R&W Insurance Policy provides that the Insurer shall not be entitled to exercise, and shall waive and not pursue any and all, subrogation rights against Seller except to the extent that Seller committed Fraud; Seller shall be a third party beneficiary of such provision. Except as set forth in the immediately preceding sentence, Seller shall have no liability to the Insurer under the binder or the R&W Insurance Policy. Following the date hereof, Purchaser shall not amend the subrogation provisions, policy term, retention amount or coverage amount of the R&W Insurance Policy in any manner reasonably believed to be adverse to Seller without Seller’s prior written consent. Prior to the Closing, Purchaser shall take all action necessary to obtain and bind as of the Closing, and shall obtain and bind as of the Closing, the R&W Insurance Policy. Purchaser shall pay 100% of the total cost attributable to the placement of the R&W Insurance Policy, including premium, underwriting fees, broker fees and commissions, Taxes and all other fees and expenses related thereto.

R&W Insurance. Purchaser The parties hereto acknowledge that, as of the date hereof, the Parent has obtained a conditional binder for to the R&W Insurance Policy, attached hereto as Exhibit CE-1, and Purchaser acknowledges that a true, true and correct and complete copy of such conditional binder has been provided to Sellerthe Company. The Prior to the Closing, the Parent shall take all action necessary to obtain and bind, and shall obtain and bind, the R&W Insurance Policy, which shall contain the same terms and conditions as set forth in Exhibit E-2, except as consented to by the Company in writing (such consent not to be unreasonably withheld); provided, that, in all events, the R&W Insurance Policy provides shall provide that (i) the Insurer insurer shall not be entitled to exercisehave no, and shall waive and not pursue any and all, all subrogation rights against Seller the Company Equityholders except to the extent that Seller committed for Fraud; Seller shall be a (ii) the Company Equityholders are intended third party beneficiary beneficiaries of such provision. Except as set forth in waiver; and (iii) following the immediately preceding sentenceClosing, Seller shall have no liability to the Insurer under the binder or the R&W Insurance Policy. Following the date hereof, Purchaser Parent shall not amend the subrogation provisions, policy term, retention amount or coverage amount of the R&W Insurance Policy in any manner reasonably believed to be adverse to Seller the Company Equityholders (including with respect to the subrogation provisions or the exclusion provisions) without Sellerthe Stockholder Representative’s express prior written consent. The R&W Insurance Policy has been issued for the benefit of the Purchaser Indemnitees and customized based on the applicable survival periods, caps and deductibles set forth in Article VIII. Prior to the Closing, Purchaser shall take all action necessary to obtain and bind as of the Closing, and shall obtain and bind as of the Closing, the R&W Insurance Policy. Purchaser Parent shall pay 100% of the total cost attributable or cause to the placement of be paid, all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting feescosts, broker fees brokerage commission for both the Company’s and commissionsthe Parent’s respective brokers, Taxes taxes related to such policy and all other fees and expenses related theretoof such policy.