Common use of R&W Insurance Clause in Contracts

R&W Insurance. Purchaser may at its option obtain a buyer-side representations and warranties insurance policy naming Purchaser as an insured and providing coverage for certain Losses incurred by Purchaser and its Affiliates related to this Agreement (the “R&W Insurance Policy”). Purchaser acknowledges and agrees that, notwithstanding anything to the contrary contained herein, from and after the Closing, the R&W Insurance Policy (whether or not it is ultimately bound, and whether or not the R&W Insurance Policy is sufficient to cover any Losses of Purchaser or any of its Affiliates) shall be the sole and exclusive remedy of Purchaser and its Affiliates and its and their respective Representatives, successors and assigns of whatever kind and nature, at law, in equity or otherwise, known or unknown, which such Persons have now or may have in the future, resulting from, arising out of, or related to any inaccuracy or breach of any representation or warranty of the Seller contained in this Agreement or the certificates delivered pursuant to Section 8.02, and none of such Persons nor any other Person (including any insurer under the R&W Insurance Policy) shall have any recourse against the Seller or any of its Affiliates with respect thereto. The premium and retention and all other costs and expenses related to the R&W Insurance Policy shall be borne solely by Purchaser. Purchaser shall cause the R&W Insurance Policy to exclude at all times any rights of subrogation against the Seller or any of its Affiliates under this Agreement, except in the case of fraud. Purchaser agrees that, from and after the issuance of the R&W Insurance Policy, without the Seller’s prior written consent (which consent shall be in the sole and absolute discretion of the Seller), it will not amend, modify, terminate or waive any provision of the R&W Insurance Policy in any manner that would permit the insurer under the R&W Insurance Policy to be subrogated (except in the case of Fraud) or that would otherwise reasonably be expected to adversely impact the Seller or any of its Affiliates in any material respect.

R&W Insurance. Purchaser may at its option obtain a buyer-side representations and warranties insurance policy naming Purchaser as an insured and providing coverage for certain Losses incurred by Purchaser and its Affiliates related to this Agreement (the “R&W Insurance Policy”). Purchaser acknowledges and agrees that, notwithstanding anything to the contrary contained herein, from and after the Closing, the R&W Insurance Policy (whether or not it is ultimately bound, and whether or not the R&W Insurance Policy is sufficient to cover any Losses of Purchaser or any of its Affiliates) shall be the sole and exclusive remedy of Purchaser and its Affiliates and its and their respective Representatives, successors and permitted assigns of whatever kind and nature, at law, in equity or otherwise, known or unknown, which such Persons have now or may have in the future, resulting from, arising out of, or related to any inaccuracy or breach of any representation or warranty of Parent, either Seller or the Seller Transferred US Entity contained in this Agreement Agreement, the Indian SPA or the certificates certificate delivered pursuant to Section 8.029.03(d), and none of such Persons nor any other Person (including any insurer under the R&W Insurance Policy) shall have any recourse against the Seller Parent or any of its Affiliates with respect thereto; provided, however, that nothing in this Section 11.02 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any person’s rights or remedies in the event of Fraud. The premium and retention and all other costs and expenses related to the R&W Insurance Policy shall be borne solely by Purchaser. Purchaser shall cause the R&W Insurance Policy to exclude at all times any rights of subrogation against the Seller Parent or any of its Affiliates under this Agreement, except in the case Agreement other than with respect to claims arising as a result of fraudFraud. Purchaser agrees that, from and after the issuance of the R&W Insurance Policy, without the Seller’s prior written consent (which consent shall be in the sole and absolute discretion of the Seller), it will not amend, modify, terminate or waive any provision of the R&W Insurance Policy in any manner that would permit the insurer under the R&W Insurance Policy to be subrogated (except in the case other than with respect to claims arising as a result of Fraud) or that would otherwise reasonably be expected to adversely impact the Seller or any of its Affiliates in any material respect.

R&W Insurance. Purchaser may at its option Seller acknowledges that obtaining the R&W Insurance Policy is a material inducement to the Buyers entering into the transactions contemplated by this Agreement and the Buyers are relying on Seller’s covenants and obligations set forth in this Section 6.20. Prior to the Closing, Seller shall provide all assistance, statements, documents and any other actions necessary or desirable to obtain and bind the R&W Insurance Policy on or prior to the Closing Date. The R&W Insurance Policy shall provide that (a) the insurer shall have no, and shall waive and not pursue any and all, subrogation rights against Seller and Stockholders, except to the extent that a buyer-side representations and warranties insurance policy naming Purchaser as an insured and providing coverage for certain Losses incurred written statement or other admission under oath or guilty plea or plea of no contest by Purchaser and its Affiliates related Seller, or a finding of fact, judgment or other ruling in any proceeding, establishes that any stockholder, officer, employee, or agent of Seller committed a deliberately fraudulent or criminal act with respect to this Agreement and (b) the “Seller is a third party beneficiary of such waiver. Except as set forth in the immediately preceding sentence, Seller and Stockholders shall have no liability to the insurer under conditional binder or the R&W Insurance Policy”). Purchaser acknowledges and agrees that, notwithstanding anything to the contrary contained herein, from and after the ClosingIn addition, the R&W Insurance Policy shall have a “retention amount” equal to or less than $300,000 for the first 12 months, following Closing and $250,000 thereafter, shall have a term of three (whether or not it is ultimately bound3) years after Closing for general representations and a term of six (6) years after Closing for fundamental representations and tax representations, and whether or not the R&W Insurance Policy is sufficient to cover any Losses of Purchaser or any of its Affiliates) shall be the sole and exclusive remedy of Purchaser and its Affiliates and its and their respective Representatives, successors and assigns of whatever kind and nature, at law, in equity or otherwise, known or unknown, which such Persons have now or may have in the future, resulting from, arising out of, or related to any inaccuracy or breach of any representation or warranty of the Seller contained in this Agreement or the certificates delivered pursuant to Section 8.02, and none of such Persons nor any other Person (including any insurer under the R&W Insurance Policy) shall have any recourse against the Seller or any a policy coverage amount of its Affiliates with respect thereto. The premium and retention and all other costs and expenses related to the R&W Insurance Policy shall be borne solely by Purchasernot less than $3,600,000. Purchaser shall cause the R&W Insurance Policy to exclude at all times any rights of subrogation make a claim against the Seller or any of its Affiliates under this Agreement, except in the case of fraud. Purchaser agrees that, from and after the issuance of the R&W Insurance Policy, without the Seller’s prior written consent (which consent shall be in the sole and absolute discretion of the Seller), it will not amend, modify, terminate or waive any provision of the R&W Insurance Policy in respect of any manner that would permit indemnifiable Losses to which the insurer Buyers are entitled to recovery under the such R&W Insurance Policy prior to be subrogated (except in seeking recovery from the case Escrow Amount or the Principal Stockholders pursuant to the terms of Fraud) or that would otherwise reasonably be expected to adversely impact the Seller or any of its Affiliates in any material respectArticle VIII.

R&W Insurance. Purchaser may at its option obtain a buyer-side representations and warranties insurance policy naming Purchaser as an insured and providing coverage for certain Losses incurred by Purchaser and its Affiliates related to this Agreement (the “R&W Insurance Policy”). Purchaser acknowledges and agrees that, notwithstanding anything to the contrary contained herein, from and after the Closing, the R&W Insurance Policy (whether or not it is ultimately bound, and whether or not the R&W Insurance Policy is sufficient to cover any Losses of Purchaser or any of its Affiliates) shall be the sole and exclusive remedy of Purchaser and its Affiliates and its and their respective Representatives, successors and permitted assigns of whatever kind and nature, at law, in equity or otherwise, known or unknown, which such Persons have now or may have in the future, resulting from, arising out of, or related to any inaccuracy or breach of any representation or warranty of the Parent or either Seller contained in this Agreement or the certificates certificate delivered pursuant to Section 8.029.03(c), and none of such Persons nor any other Person (including any insurer under the R&W Insurance Policy) shall have any recourse against the Seller Parent or any of its Affiliates with respect thereto. The premium for the R&W Insurance Policy shall be borne fifty percent (50%) by Parent and fifty percent (50%) by Purchaser, and any retention and all other costs and expenses related to the R&W Insurance Policy shall be borne solely by Purchaser. Purchaser shall cause the R&W Insurance Policy to exclude at all times any rights of subrogation against the Seller Parent or any of its Affiliates under this Agreement, except in the case of fraudfor a claim or action for Fraud. Purchaser agrees that, from and after the issuance of the R&W Insurance Policy, without the Seller’s prior written consent (which consent shall be in the sole and absolute discretion of the Seller), it will not amend, modify, terminate or waive any provision of the R&W Insurance Policy in any manner that would permit the insurer under the R&W Insurance Policy to be subrogated subrogated, except for a claim or action for Fraud. Notwithstanding the foregoing, nothing contained in this Section 11.02 shall limit any claim (except in the case of Fraud) including a claim by Purchaser or that would otherwise reasonably be expected to adversely impact the Seller or any of its Affiliates in any material respectagainst Parent or its Affiliates) for Fraud.