R&W Policy Sample Clauses

R&W Policy. (a) Purchaser has conditionally bound a representations and warranties insurance policy (the “R&W Policy”) pursuant to the binder agreement which was provided to Seller for review in advance of the Execution Date and which is attached hereto as Exhibit H (the “R&W Conditional Binder”). From and after the Execution Date, each Party shall use its commercially reasonable efforts to satisfy the conditions set forth in the R&W Conditional Binder as of the Closing Date. The R&W Policy shall contain: (i) a waiver of subrogation, contribution, or otherwise by the insurer in favor of the Seller Indemnified Parties, except against Seller or any “Seller” under the Other PSAs or with respect to such Seller’s or “Seller’s” (as applicable) actual and intentional fraud in the making of the representations and warranties set forth in Article 3 of this Agreement (or the corresponding article setting forth any “Seller’s” representations and warranties in any Other PSA, as applicable), it being understood that the fraud of one Seller or “Seller” (as applicable) shall not be imputed to any other Seller or “Seller” (as applicable); and (ii) a statement that each Seller Indemnified Party is an intended third party beneficiary of the foregoing subrogation limitation. (b) Seller and Purchaser shall each pay fifty percent (50%) of all costs of obtaining the R&W Policy, specifically the premium, surplus lines Taxes and fees, and any related broker compensation and underwriting fees; provided that Seller’s share of such costs shall be paid by Seller via the adjustment of the Cash Purchase Price pursuant to Section 2.3(n). (c) Purchaser agrees that after the Closing it will not agree to any amendment of the R&W Policy that would be expected to cause actual and material prejudice to Seller without Seller’s prior written consent. (d) Notwithstanding anything to the contrary in this Agreement, none of the Seller Indemnified Parties shall be entitled to any proceeds from the R&W Policy. Notwithstanding anything in this Section 5.18 or otherwise to the contrary, nothing herein shall be interpreted to limit Purchaser’s rights to make or pursue claims, or secure recovery under the R&W Policy, as Purchaser believes, in its sole discretion, to be in Purchaser’s interests.

R&W Policy. 4.8.1 At the time of execution and delivery of this Agreement, the Purchaser has provided to the Corporation a true and complete copy of the buyer-side representation and warranty insurance binder that has been incepted as of the execution and delivery of this Agreement providing for the issuance of a buyer-side representation and warranty insurance policy at or prior to Closing in the name of and for the benefit of the Purchaser, on the terms set out in Schedule 4.8.1, delivered by the Purchaser concurrently with the execution of this Agreement (the “R&W Policy”). The Purchaser is current in all premiums or other payments due under the R&W Policy and has otherwise complied in all material respects with all of its obligations under the R&W Policy. The terms of the R&W Policy do not permit subrogation against the Vendors, the Group or Representatives of the foregoing for any claims made by the Purchaser under the R&W Policy, except in the case of Fraud. Following Closing, the Purchaser shall not amend or waive, or permit the amendment or waiver of, the subrogation provisions contained in the R&W Policy benefitting the Vendors or otherwise amend, modify, restate, supplement or terminate the R&W Policy in a manner adverse to the Vendors without the prior written consent of the Vendors’ Delegate. 4.8.2 The Parties agree that the payment of the premium for the R&W Policy, any retention amount and all of the remaining costs associated with obtaining the R&W Policy, including the broker fee, the underwriting fee, the due diligence fee, carrier commissions and legal fees for counsel engaged by the underwriter (the “R&W Costs”) shall be divided equally between the Purchaser on the one hand, and the Vendors, collectively, on the other hand. To facilitate payment, the Purchaser shall be reimbursed for fifty percent (50%) of the R&W Costs at Closing as a Transaction Expense. If the Closing does not occur and this Agreement is terminated as a result of a default by the Vendors under this Agreement, the Vendors collectively shall reimburse the Purchaser for [**] percent ([**]%) of the R&W Costs within [**] of the termination of this Agreement and this obligation shall survive the termination of this Agreement. If (a) the Closing does not occur and this Agreement is terminated as a result of a default by the Purchaser under this Agreement, or (b) the Closing does not occur by May 31, 2024 and this Agreement is terminated as a result thereof, the Vendors shall not reimbur...

R&W Policy. Buyer and its Affiliates will not amend, waive or otherwise modify the R&W Policy in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any action against Seller or any of its successors or assigns arising out of, or related to, this Agreement, or the negotiation, execution or performance of this Agreement.

R&W Policy. The Buyer and its Affiliates shall cause the R&W Policy to be bound effective as of the Closing. The Buyer shall timely pay all premiums and other amounts required to cause the R&W Policy to become effective in accordance with its terms. The Buyer will not, and will cause its Affiliates not to, amend, waive or otherwise modify the R&W Policy in any manner that is adverse to the Sellers without the prior written consent of the Seller Representative. The R&W Policy shall provide that the R&W Insurer shall have no subrogation right, entitlement of privilege, or any recourse whatsoever, against the Sellers or their Affiliates pursuant to this Agreement, the R&W Policy, the negotiation, execution or performance of this Agreement and the transactions contemplated hereby, or otherwise, except against a Seller in the case of a matter arising directly from such Seller’s actual Fraud. Following the Closing, the Buyer shall not modify or amend the R&W Policy’s subrogation or third-party beneficiary provisions benefitting the Sellers or their Affiliates in any manner without the prior written consent of the Seller Representative.

R&W Policy. (a) Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and agrees that: (i) Seller has entered into this Agreement on the condition that Purchaser has taken out, or will take out, an R&W Policy; and (ii) irrespective of whether Purchaser takes out an R&W Policy (and irrespective of whether the R&W Policy responds), Seller shall have no liability whatsoever to Purchaser or any other Person in respect of any claim for indemnification except as expressly provided in this Article 8. (b) Purchaser shall (i) ensure that any R&W Policy shall at all times provide that the insurer shall have no, and shall waive and not pursue any and all rights of subrogation, contribution or otherwise against Seller or any of its Subsidiaries or their respective Representatives (in each case, except in the event of fraud in the making of the representations and warranties in Article 3 or Article 4 hereof) and that Seller, its Subsidiaries and their respective Representatives shall each be a third party beneficiary of such waiver, and (ii) not permit any amendment to such R&W Policy that would adversely affect Seller, any of its Subsidiaries or their respective Representatives without Seller’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Any costs and expenses related to any R&W Policy, including the total premium, underwriting costs, brokerage commission for Purchaser’s broker, Taxes related to such policy and other fees and expenses of such policy shall be borne solely by Purchaser.

R&W Policy. Prior to the Closing, Parent will obtain, a R&W Policy that contains terms and conditions that are mutually acceptable to Parent and the Equityholder Representative (and Parent will provide a copy of such R&W Policy to the Equityholder Representative), including terms to the effect that, other than with respect to claims for Fraud, the R&W Insurer (a) waives, and agrees not to pursue, directly or indirectly, any subrogation rights against the Stockholders with respect to any claim made by any insured under the R&W Policy, and (b) agrees that Parent has no obligation to pursue any claim against the Stockholders in connection with any Loss. From and after the date hereof, Parent will not, and will cause each of its Affiliates not to, amend, modify, terminate or otherwise waive any terms or conditions of such R&W Policy so as to expand the subrogation or contribution rights of the R&W Insurer against the Stockholders under such R&W Policy without the prior written consent of the Equityholder Representative. Parent and any other insured party under the R&W Policy bear all risk of (i) the applicable R&W Insurer’s insolvency or breach of the R&W Policy, (ii) the failure of any insured party under the R&W Policy to file notices of claims that are timely and sufficient under the R&W Policy, and (iii) the applicable R&W Insurer’s (A) failure to make any payments to any insured party under the R&W Policy or (B) denial of coverage for any reason. Parent shall pay one hundred percent (100%) of the R&W Policy Costs to the R&W Insurer; provided that fifty percent (50%) of the R&W Policy Costs shall be included as a Company Transaction Cost.

R&W Policy. Exhibit 7.6 sets forth the binder for the R&W Policy. The R&W Policy shall provide that the insurers thereunder may not seek to or enforce any subrogation rights it might have against Seller (except in the case of Fraud by Seller), which provision shall not be amended by Buyer following the Closing in a manner that would adversely affect the rights or obligations of Seller hereunder or thereunder without the prior written consent of Seller.

R&W Policy. The R&W Policy shall be in full force and effect in accordance with its terms.

R&W Policy. The Buyer has provided the Company and the Sellers with a complete, true and correct copy of the bound commitment for the R&W Policy.

R&W Policy. The R&W Policy shall be at Purchaser’s sole expense, and it shall provide that (a) other than in the case of Fraud, the insurer writing such policy shall not have any claim, right, cause of action or recourse against any Seller Party or any of their respective Affiliates, officers, directors, managers, employees, equity holders, agents or representatives with respect to this Agreement or any Ancillary Document (and such insurer shall have no, and shall not pursue any and all, subrogation rights against any Seller Party, or any of their respective Affiliates, officers, directors, managers, employees, equity holders, agents or representatives), (b) each Seller Party and each of their respective Affiliates, officers, directors, managers, employees, equity holders, agents or representatives are intended third-party beneficiaries of the provisions contemplated by this sentence, and (c) the insured and the insurer cannot amend, alter or modify the R&W Policy with respect to the provisions contemplated by subsections (a) and (b) of this sentence without the express prior written consent of each Seller. Purchaser shall not (and shall cause its Affiliates, officers, directors, managers, employees, equity holders, agents or representatives not to) grant any right of subrogation (except in the case of Fraud) or otherwise amend, modify, terminate or waive any term or condition set forth in the R&W Policy in a manner inconsistent with this Section 9.08.