R&W Policy Matters Sample Clauses

R&W Policy Matters. The Seller shall use Commercially Reasonable Efforts to assist the Purchaser in obtaining a buy-side representation and warranty insurance policy in respect of the representations and warranties contained in this Agreement or in any certificate or other instrument contemplated by or delivered in connection with this Agreement (such policy, a “R&W Policy”). All premiums, underwriting fees, brokers’ commissions and other costs and expenses related to procuring such R&W Policy shall be borne solely by the Purchaser. The Parties acknowledge and agree that obtaining and binding the R&W Policy shall not be a condition to the obligations of any Party to consummate the transactions contemplated hereby. After binding and prior to the Closing, the Purchaser shall not amend or modify the R&W Policy in a manner adverse to the Seller without the prior consent of the Seller (not to be unreasonably withheld, conditioned or delayed).
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R&W Policy Matters. In the event Buyer or any of its Affiliates elects to obtain a representations and warranties insurance policy in respect of the representations and warranties contained in this Agreement or in any certificate or other instrument contemplated by or delivered in connection with this Agreement (such policy, a “R&W Policy”), (a) all premiums, underwriting fees, brokers’ commissions and other costs and expenses related to procuring such R&W Policy (the “R&W Policy Expenses”) shall be borne solely by Buyer, (b) such R&W Policy shall not provide for any “seller retention” (as such phrase is commonly used in the representations and warranty policy industry), and (c) such R&W Policy shall not permit any amendment thereto or modification thereof with respect to the foregoing limitations without the prior written consent of Parent.
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R&W Policy Matters. Purchaser has obtained and bound the R&W Insurance Policy in the form attached as Exhibit E, and no amendments, modifications or changes have been effected thereto.
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R&W Policy Matters. Pursuant to the terms of the R&W Policy, Buyer shall: (a) conditionally bind the insurer issuing the R&W Policy as of the date hereof; (b) pay the premium balance and all other amounts required to be paid to the insurer issuing the R&W Policy in connection with the issuance of the R&W Policy; and (c) comply in full in a timely manner with all requirements that Buyer submit copies of the documents exchanged at Closing to the insurer. The R&W Policy shall provide that the insurer shall have no right of subrogation against Seller or its Affiliates, and the insurer shall have waived any such right of subrogation, except in the case of intentional fraud. Buyer shall not, without the prior written consent of Seller, terminate or amend or modify the terms of the R&W Policy in a manner adverse to Seller in any material respect, provided that, for the avoidance of doubt, the foregoing shall not be interpreted to in any way limit the Buyer’s rights to pursue claims, secure recovery, or otherwise exercise rights afforded to the Insured (as defined in the R&W Policy) under the R&W Policy.
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Related to R&W Policy Matters

  • Policy Matters (a) As soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium and any fee to paid to the Trustee on such Distribution Date

  • Insurance Matters Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.

  • Personnel Matters (a) Schedule 3.15(a) sets forth a correct and complete list of each director, officer, employee, independent contractor, consultant and agent of Company, including but not limited to, each employee on leave of absence or layoff status. No retired employee, director, of officer of Company is receiving benefits or scheduled to receive benefits in the future.

  • Legal Matters In the opinion of Xxxxxxxx Xx, Authorized Signatory of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Fifth Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement. Prospect Capital Corporation 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000

  • Privacy Matters (1) For the purposes of this section, “

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • General Matters The parties hereto agree that they will, in good faith and with their best efforts, cooperate with each other to carry out the transactions contemplated by this Agreement and to effect the purposes hereof.

  • FINRA Matters All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its counsel, its officers and directors and the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with the offering of the Offered Shares is true, complete, correct and compliant with FINRA’s rules and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is true, complete and correct.

  • ERISA Matters promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

  • FDA Matters (a) The Corporation has (i) complied in all material respects with all applicable laws, regulations and specifications with respect to the manufacture, design, sale, storing, labeling, testing, distribution, inspection, promotion and marketing of all of the Corporation’s products and product candidates and the operation of manufacturing facilities promulgated by the U.S. Food and Drug Administration (the “FDA”) or any corollary entity in any other jurisdiction and (ii) conducted, and in the case of any clinical trials conducted on its behalf, caused to be conducted, all of its clinical trials with reasonable care and in compliance in all material respects with all applicable laws and the stated protocols for such clinical trials.

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