R&W Policies Clause Samples
The R&W Policies clause defines the rules and procedures regarding representations and warranties insurance in a transaction. It typically outlines who is responsible for obtaining the insurance, how claims under the policy are to be handled, and any limitations or exclusions that apply. For example, it may specify that the buyer must purchase the policy and that the seller's liability is limited to the coverage provided. The core function of this clause is to allocate risk between the parties by clarifying how potential breaches of representations and warranties will be insured and managed, thereby reducing uncertainty and potential disputes.
R&W Policies. Buyer has entered into binder agreements with respect to the R&W Insurance Policies, the primary binder of which (with the accompanying form of policy) is attached hereto as Exhibit D.
R&W Policies. Each of the Companies shall cooperate and use commercially reasonable efforts to enable Acquiror to bind a buyer-side representation and warranty insurance policy from the insurers identified in the forms of insurance binder attached hereto as Exhibit J-1 with respect to the Merger (the “Panavision R&W Policy”) and Exhibit J-2 with respect to the Purchase (the “SIM R&W Policy” and, together with the Panavision R&W Policy, the “R&W Policies”) each of which has, as of the date hereof, been “conditionally” bound by Acquiror; provided, however, that (i) the R&W Policies shall provide that the insurer shall have no, and shall waive and not pursue any and all, subrogation rights against the Panavision Holders or the Panavision Catch-up Plan Participants (in the case of the Panavision R&W Policy) or the SIM Sellers (in the case of the SIM R&W Policy), in each case, except for Actual Fraud; (ii) the Panavision Holders, the Panavision Catch-up Plan Participants and the SIM Sellers are third party beneficiaries of such waiver; (iii) Acquiror shall not amend the SIM R&W Policy in a manner adverse to the Panavision Holders without the Panavision Holder Representative’s prior written consent; and (iv) Acquiror shall not amend the Panavision R&W Policy in a manner adverse to the SIM Sellers without the SIM Holder Representative’s prior written consent. Acquiror shall keep the Panavision Holder Representative and the SIM Holder Representative reasonably informed with respect to all material activity concerning the status of the applicable R&W Policy. All premiums and related costs due (a) under the Panavision R&W Policy shall be borne 70% by Acquiror and the remaining 30% shall be treated as Panavision Transaction Expenses (provided, that if the Panavision Holders and the Panavision Catch-up Plan Participants would, in the aggregate, bear greater than 50% of the costs due under the Panavision R&W Policy by having such costs treated as Panavision Transaction Expenses, taking into account the Panavision Holders’ and the Panavision Catch-up Plan Participants’ collective equity ownership of Acquiror immediately following the Closing, then such costs shall be reallocated such that the Panavision Holders and the Panavision Catch-up Plan Participants directly and indirectly bear no more than 50% of such costs and Acquiror shall bear the cost of the reallocated amount) and (b) under the SIM R&W Policy shall be borne 70% by Acquiror and the remaining 30% shall be treated as SIM T...
R&W Policies. The Purchaser has provided to the Vendor draft copies of the R&W Policies (copies of which are appended at Schedule “B” hereto) with the R&W Insurers (which, for clarity, the R&W Policies cover, inter alia, the Vendor Group Fundamental Representations). As of the Closing, the Purchaser will have obtained a binder evidencing a commitment of each R&W Insurer to issue the R&W Policies, with effect as of the Closing Date, substantially in the form attached as Schedule “B” hereto, and the Purchaser will not have been amended, restated or otherwise modified or waived either R&W Policy in a manner adverse to the Vendor Group and the commitments of each R&W Insurer contained in each R&W Policy will not have been withdrawn, modified or rescinded in a manner adverse to the Vendor. During the Interim Period, the Purchaser will deliver an inception no claims declaration in the form required to be delivered in accordance with each R&W Policy.
R&W Policies. (1) The Purchaser hereby covenants that it will use commercially reasonable efforts to obtain the R&W Policies during the Interim Period (as soon as practicable following the Agreement Date) in such a manner as to ensure that the representation and warranty provided in Section 6.2(15) shall be true and correct as of the Closing Date. The Purchaser and Vendor Group hereby acknowledge and agree that each Party shall pay 50% of the R&W Expenses. Each R&W Policy will provide that (a) no R&W Insurer has any subrogation or similar rights and will not pursue any claim against any member of the Vendor Group or their Representatives, other than in respect of a claim based on fraud by the Vendor Group in connection in the making of the representations and warranties set forth herein, (b) each member of the Vendor Group and their Representatives are each a third-party beneficiary of each R&W Insurer’s promise to not pursue any claim against any member of the Vendor Group or their Representatives and (c) the Purchaser shall not amend, vary or modify the limitations on subrogation or similar rights against any member of the Vendor Group or their Representatives in any R&W Policy or otherwise amend, vary or modify any R&W Policy in such a manner that would reasonably be expected to increase the potential financial liability of any member of the Vendor Group or any of their Representatives in connection with this Agreement, without the prior written consent of the Vendor Group (which consent can be granted or withheld in the sole discretion of the Vendor Group).
(2) The Purchaser shall not novate or otherwise assign its rights under any R&W Policy (or do anything which has a similar effect); provided, however, that the Purchaser shall have the right to assign its rights under any R&W Policy, in whole or in part, at any time to any Affiliate of the Purchaser or to any successor to the Purchaser or any purchaser of the Company, whether by way of merger, amalgamation, consolidation, reorganization, sale of assets or otherwise, or to any lender of the Purchaser or its Affiliates as collateral security, so long as such assignment does not adversely impact any member of the Vendor Group (in which case such assignment, to the extent it adversely impacts any member of the Vendor Group, shall be subject to the prior written consent of the Vendor Group (which consent can be granted or withheld in the sole discretion of the Vendor Group)).
(3) The R&W Policies will be in full force...
R&W Policies. (a) Buyer shall bear all costs associated with obtaining the R&W Policies, including, as applicable, the premium, broker fee, underwriting fee and surplus lines fees.
(b) In the event that Buyer or any of its Affiliates elects to obtain a R&W Policy, Buyer shall enter into a R&W Binder Agreement, on or prior to the Closing. As soon as practicable after the Closing, ▇▇▇▇▇ shall deliver to Seller a true and complete copy of each final, bound R&W Policy.
(c) Buyer shall ensure that each final, bound R&W Policy expressly states that the R&W Insurer may not subrogate or otherwise make or bring any action or proceeding against Seller (or its past, present or future Affiliates, members, partners, or any of Seller’s or their Representatives) based upon, arising out of, or related to this Agreement or the Contemplated Transactions, except to the extent any such subrogation or action or proceeding is expressly permitted pursuant to the terms of the R&W Policy (which permission shall include claims arising out of or resulting from Fraud) (the “Seller Subrogation Provision”). From and after the Closing Date, Buyer shall not (and shall cause its Affiliates not to), without the prior written consent of Seller, amend, modify, terminate or waive the Seller Subrogation Provision in a manner that would allow the R&W Insurer to subrogate or otherwise make or bring any action or proceedings against Seller (or its past, present or future Affiliates, members, partners, or Representatives) based upon, arising out of, or related to this Agreement or the Contemplated Transactions, except to the extent any such subrogation or action or proceeding is expressly permitted pursuant to the terms of the R&W Policy.
R&W Policies. The binders for the R&W Insurance Policies shall be in full force and effect, and there shall be no conditions to the issuance of the R&W Insurance Policies remaining unsatisfied other than payment of the premium by Buyer, such other administrative matters set forth in such binder and conditions which by their nature cannot be satisfied prior to Closing.
R&W Policies. As of the date hereof, Acquiror has “conditionally” bound each of the R&W Policies.
R&W Policies. The R&W Policies shall have been obtained and are in full force and effect.