Common use of R&W Policy Clause in Contracts

R&W Policy. Concurrently with the execution and delivery of this Agreement, Buyers have delivered to Sellers’ Representative a duly executed binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, with respect to the delivery of an insurance policy with respect to the representations and warranties of Sellers under this Agreement (the “R&W Policy”) at the Closing, which Binder Agreement shall not be amended in a manner that adversely affects Sellers without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that the parties hereto agree that any version of the R&W Policy and Binder Agreement delivered to Sellers’ Representative shall not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waive, or otherwise modify the subrogation provision under the R&W Policy in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunder, other than for Fraud, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers shall pay, cause to be paid or reimburse Buyers for all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction Expenses.

R&W Policy. Concurrently Attached hereto as Exhibit D is an executed, accurate and complete copy of the Binder Agreement, which includes as an exhibit an accurate and complete copy of the R&W Policy. Buyer has delivered to the applicable insurance broker, for release as of the Closing to the Insurer and/or managing general underwriter(s) under the R&W Policy, instructions to bind the R&W Policy in accordance with the execution terms and delivery conditions set forth in the Binder Agreement. Except as expressly set forth in the Binder Agreement, there are no conditions precedent to the obligation of the Insurer to issue the R&W Policy. There are no side letters or other agreements, contracts or arrangements relating to the issuance of the R&W Policy in accordance with the Binder Agreement. To Buyer’s knowledge, there is no fact or occurrence as of the date of this Agreement that could reasonably be expected to cause the conditions to the issuance of the R&W Policy not to be satisfied at or before the Closing, and Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Binder Agreement. The Binder Agreement has not been amended, restated or otherwise modified or waived on or prior to the date of this Agreement and the commitments of the Insurer contained in the Binder Agreement have not been withdrawn, modified or rescinded on or prior to the date of this Agreement. On or prior to the date of this Agreement, Buyers have Buyer has delivered to Sellers’ Representative the Insurer (with a duly executed binder agreement (copy to Seller) an inception no claims declaration in the “form required to be delivered in accordance with the Binder Agreement and has paid in full any and all premiums or other fees or expenses required to be paid pursuant to the terms of the Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, with respect . Notwithstanding anything to the delivery of an insurance policy with respect to the representations contrary in this Agreement, Buyer acknowledges and warranties of Sellers under this Agreement (the “R&W Policy”) at the Closing, which Binder Agreement shall not be amended in a manner agrees that adversely affects Sellers without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that the parties hereto agree that any version issuance of the R&W Policy and Binder Agreement delivered is not a condition to Sellers’ Representative shall not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waive, or otherwise modify Buyer’s obligations to consummate the subrogation provision under the R&W Policy in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right totransactions contemplated by this Agreement, and will notBuyer shall remain obligated, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunder, other than for Fraud, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers shall pay, cause to be paid or reimburse Buyers for all costs and expenses related subject only to the R&W Policyconditions in Article VI, including to consummate the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction Expensestransactions contemplated by this Agreement.

R&W Policy. Concurrently with On or prior to the execution and delivery of this Agreementdate hereof, Buyers have the Acquiror (or an Affiliate thereof) has delivered to Sellers’ the API Representative a duly executed copy of the binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, with respect to the delivery R&W Policy, along with a copy of the substantially final form of the R&W Policy to be issued in the name of and for the benefit of Acquiror (or an insurance policy with respect Affiliate thereof, as applicable). The Acquiror shall bear the premium, underwriting fee, and Taxes and other directly related expenses due and payable pursuant to the representations and warranties terms of Sellers under this Agreement the R&W Policy (the “R&W Policy Expenses”). The Acquiror Parties will promptly pay the R&W Policy Expenses when due and payable under the R&W Policy”) at , and will use commercially reasonable efforts to take, or cause to be taken, all actions reasonably necessary to cause the ClosingR&W Policy to become effective and to comply in all material respects with its obligations under the R&W Policy including requiring final issuance of such R&W Policy. There shall be no subrogation against the API Entities or their Affiliates or representatives for any claims made by Acquiror or any other Person under the R&W Policy, which Binder Agreement shall not be amended except in a manner that adversely affects Sellers without the event of Fraud. Without the API Representative’s prior written consent of Sellers’ Representative (such consent to not to be unreasonably conditioned, delayed or withheld), conditioned or delayed); provided, that the parties hereto agree that any version of the R&W Policy and Binder Agreement delivered to Sellers’ Representative Acquiror Parties shall not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waive, or otherwise modify amend the subrogation provision under provisions of the R&W Policy in any manner that would allow be materially prejudicial to or would increase the insurer thereunder to subrogate liability of the API Entities or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller)Alabama Partners hereunder. The policy provider Companies, the API Representative and API Entities shall use commercially reasonable efforts to cooperate with the underwriting, binding and issuance of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunder, other than for Fraud, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers shall pay, cause to be paid or reimburse Buyers for all costs and expenses related to the R&W Policy, including with respect to executing a customary inception no-claims declaration and a customary closing no-claims declaration as the total premium, underwriting costs, brokerage commissions, and other fees and expenses underwriter of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction Expensesthe R&W Policy may require.

R&W Policy. Concurrently with Buyer has, as of the execution and delivery of this Agreementdate hereof, Buyers have delivered bound a buyer-side transaction risk insurance policy in the form attached to Sellers’ Representative a duly executed the binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, with respect to the delivery of an insurance policy with respect to the representations and warranties of Sellers under this Agreement attached hereto as Exhibit G (the “R&W Policy”) at the Closing), which Binder Agreement shall not be amended in a manner that adversely affects Sellers without the prior written consent insuring Buyer for Losses due to breaches of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that the parties hereto agree that any version representations and warranties of the R&W Policy Company. Notwithstanding anything in this Agreement to the contrary, Buyer and Binder Agreement delivered to Sellers’ Representative shall not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waive, or otherwise modify the subrogation provision under the R&W Policy in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud as a Transaction Expense) shall share equally all of any Seller). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunder, other than for Fraud, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers shall pay, cause to be paid or reimburse Buyers for all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and other Taxes related to such policy and fees and expenses of such policy, provided that the Company’s liability therefor shall not exceed $350,000, provided, further, that Sellers shall reimburse Buyer for up to 50% of the retention amount subject to the terms of Section 9.02. The Buyer shall not, and shall cause its Affiliates not to, (a) without the prior written consent of Sellers’ Representative, agree to any amendment, variation, or waiver of such amounts R&W Insurance Policy that would be reasonably likely to result in any Seller having any liability to any insurer participating in such R&W Policy arising from any breach of any representation or warranty in this Agreement or any Transaction Document (other than with respect to Fraud) (which consent may be conditioned in Sellers’ Representatives’ sole discretion), (b) novate or otherwise assign its rights under such R&W Policy (or do anything which has a similar effect); provided, however, that the Buyer shall have the right to assign its rights under such R&W Policy, in whole or in part, at any time to any Affiliate of the Buyer or to any successor to the Buyer, whether by way of merger, consolidation, reorganization, sale of assets or otherwise, or to any lender of the Buyer or its Affiliates as collateral security, so long as such assignment does not adversely impact the Sellers (in which case such assignment, to the extent it adversely impacts the Sellers, shall be without duplication subject to those the prior written consent of Sellers’ Representative (which consent may be conditioned in Sellers’ Representative’s sole discretion)), or (c) allow the terms of the R&W Policy to permit that any insurer or Person claiming through any insurer in relation to such R&W Policy may bring any claim against any Seller by way of subrogation, claim for contribution, or otherwise included in Transaction Expenses(other than with respect to Fraud).

R&W Policy. Concurrently with the execution and delivery of this Agreement, Buyers have delivered to Sellers’ Representative (a) Xxxxx has executed a duly executed binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company), an Illinois corporationattached as Exhibit G, with respect to a buyer-side representation and warranty policy naming Buyer, the delivery of an insurance policy with respect to Buyer’s Indemnified Persons and, upon Closing, the representations and warranties of Sellers under this Agreement Company as “insureds” (the “R&W Policy”) at ). Buyer shall use commercially reasonable efforts to satisfy the Closing, which conditions set forth in the Binder Agreement to ensure that the R&W Policy is or remains fully bound and in full force and effect at Closing. Buyer shall cause the R&W Policy to expressly provide that (i) the insurer(s) issuing the R&W Policy has waived or otherwise shall not be amended pursue any subrogation, contribution, or other rights against Seller or any of its Affiliates and/or any of their respective past, present, or future Representatives, including any Claims for Losses resulting from, arising out of, or related to any inaccuracy or breach of any representation or warranty made by Seller, except in the case of Fraud by Seller, (ii) that Xxxxx’s Indemnified Persons shall have no obligation to pursue any claim against Seller in connection with any Losses, and (iii) each of Seller, its Affiliates, and their respective past, present, or future Representatives may rely upon and enforce such waiver of subrogation, contribution, and other rights as express third-party beneficiaries of such waiver of subrogation, contribution, and other rights provisions. From and after the issuance of the R&W Policy, Buyer shall not amend, modify, or otherwise change, terminate, or waive any provision of the R&W Policy in a manner that adversely affects Sellers adverse to Seller, its Affiliates, or their respective Representatives without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheldSeller. Notwithstanding the foregoing, conditioned or delayed); provided, that the parties hereto agree that any version of the R&W Policy and Binder Agreement delivered to Sellers’ Representative Buyer shall not include Annex A or Annex B referenced therein. Buyers (and shall cause its Affiliates shall not to not) amend, waivemodify, or otherwise modify change, terminate, or waive a provision regarding the subrogation provision under the R&W Policy in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud waiver of any Seller). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right tosubrogation, contribution, and will not, pursue any subrogation other rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunder, other than for Fraud, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers shall pay, cause to be paid or reimburse Buyers for all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction ExpensesSeller.

R&W Policy. Concurrently with (i) Buyer and Sellers acknowledge that Buyer is obtaining (at Sellers' sole cost) the execution and delivery R&W Policy for purposes of this Agreement, Buyers have delivered to Sellers’ Representative a duly executed binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, with respect certain coverage of Losses related to the delivery Tax Indemnity, the Capitalization Indemnity, breaches by Sellers of an insurance policy with respect to the representations and warranties (including, without limitation, the Seller Fundamental Representations and fraud) and the related indemnification obligations of Sellers contained in this Agreement. Sellers acknowledge that Buyer is entering into the R&W Policy and that, in connection therewith, a Buyer Indemnified Person may make claims for the same Losses or series of related Losses under both this Agreement (Article VIII and the “R&W Policy”) at , subject, however, to the Closing, which Binder Agreement shall not be amended limitations provided for in a manner that adversely affects Sellers without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed)this Article VIII; provided, that the parties hereto agree that any version of in no event may a Buyer Indemnified Person recover amounts from Sellers and pursuant to the R&W Policy aggregating an amount in excess of its Losses with respect to such claim. Nothing in this Agreement shall limit the right of any Buyer Indemnified Person to make claims against the R&W Policy. For purposes of clarity, as between any Buyer Indemnified Person, on the one hand, and Binder Agreement delivered to Sellers’ Representative shall not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waive, or otherwise modify the subrogation provision insurer under the R&W Policy in any manner that would allow Policy, on the insurer thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller). The policy provider hand, none of the R&W Policy has agreed that terms, limitations, conditions and restrictions (including time for asserting claims or the procedures required by Sections 8.4 and 8.5 hereof) on indemnification set forth in this Article VIII or elsewhere in this Agreement (including Sections 6.5 and 6.7) shall affect the rights of the Buyer Indemnified Persons under the R&W Policy will expressly provide that the policy provider Policy, which rights shall not have the right to, be governed solely thereby. Sellers and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties ' Representative shall assist and cooperate with Buyer in a commercially reasonable manner in connection with any claim made by Buyer under, or recovery by Buyer with respect to, the R&W Policy, upon Buyer's specific written request (to avoid doubt, Sellers and the Sellers' Representative have no duty to submit or alert Buyer to submit notices of claims under the R&W Policy or to make or join in any Buyers’ Indemnified Party thereunderdemand, settlement negotiation, litigation, or other than for Fraud, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers shall pay, cause to be paid action or reimburse Buyers for all costs and expenses related proceeding under or in relation to the R&W Policy). To avoid doubt, including the total premiumordering of payments provided in Section 8.8(a) is absolute. Any such payment made under the R&W Policy as there required shall be final and Sellers shall not be obligated, underwriting costs, brokerage commissions, and other fees and expenses solely on account of such policya payment, provided that to make any payment or reimbursement to any Buyer Indemnified Party or to the insurer under the R&W Policy, through subrogation or otherwise (except for claims against any Sellers for common law fraud committed by such amounts shall be without duplication to those otherwise included in Transaction ExpensesSellers).

R&W Policy. Concurrently with The Purchaser shall bind the execution and delivery R&W Policy as of this Agreementthe Signing Date. The Purchaser shall cause the R&W Policy to (a) name the Purchaser as the insured, Buyers have delivered (b) insure the Purchaser from any breach, or any failure to Sellers’ Representative a duly executed binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Companybe true, an Illinois corporation, with respect to the delivery of an insurance policy with respect to the representations and warranties of Sellers given by the Seller under this Agreement and (c) expressly provide that (i) the “insurer(s) issuing the R&W Policy”Policy shall waive or otherwise not pursue any subrogation, contribution, or other rights against the Seller or any of its Affiliates or any of their respective Representatives, except in the case of Fraud by such Person, (ii) at the Closing, which Binder Agreement Fraud of any Person(s) shall not be amended imputed to any other Person(s), (iii) the Seller, its Affiliates, and their respective Representatives are express third-party beneficiaries of the foregoing waiver of subrogation and (iv) the R&W Policy shall not be amended, modified, or otherwise changed in a manner that adversely affects Sellers adverse to the Seller or any of its Affiliates or any of their respective Representatives without the prior written consent of Sellers’ Representative the Seller. From and after the Signing Date, the Purchaser shall not (such consent not and shall cause its Affiliates to be unreasonably withheldnot) grant any right of subrogation, conditioned contribution or delayed); providedother right or otherwise amend, that the parties hereto agree that modify, terminate, or waive any version term or condition of the R&W Policy and Binder Agreement delivered to Sellers’ Representative in a manner inconsistent with the immediately preceding sentence. The Purchaser shall not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waivesatisfy, or otherwise modify cause to be satisfied, all conditions to the subrogation provision under the R&W Policy in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller). The policy provider issuance of the R&W Policy has agreed that set forth in the R&W Policy will expressly provide Binder that require or contemplate performance by the policy provider shall not have Purchaser or its Affiliates (or the right to, and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any satisfaction of which are under the reasonable control of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunderPurchaser or its Affiliates), other than for Fraud, including the obligation to issue a no claims declarations and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers shall timely pay, or cause to be paid or reimburse Buyers for paid, all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, taxes, brokerage commissionscommission, and other fees and expenses of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction Expensesthe R&W Policy.

R&W Policy. Concurrently Prior to the Closing, the Acquired Companies shall cooperate with the execution Buyer as reasonably required for the Buyer to negotiate and delivery of this Agreement, Buyers have delivered to Sellers’ Representative procure a duly executed binder agreement (the “Binder Agreement”) by standalone buyer-side representation and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, with respect to the delivery of an warranty insurance policy with respect to the representations and warranties of Sellers under this Agreement (the “R&W Policy”), which R&W Policy shall insure the Buyer for Losses resulting from any breach or inaccuracy of any representation or warranty of the Sellers, NewCos, or any Acquired Companies hereunder. The Buyer shall cause the R&W Policy to expressly provide that (a) at the insurer thereunder waives and agrees not to pursue, directly or indirectly, any subrogation rights against the Seller Group (other than in connection with Fraud) with respect to any claim made by any insured thereunder, (b) the insurer thereunder agrees to cause the R&W Policy to provide that the Seller Group is a third party beneficiary of such waiver, and (c) the insurer thereunder agrees that Buyer shall have no obligation to pursue any claim against the Seller Group (other than in connection with Fraud) in connection with any loss thereunder. The Buyer shall provide the Representative with a reasonable opportunity to review and provide reasonable comments to the R&W Policy prior to binding coverage. Buyer shall not (whether prior to, or following, the Closing) amend, which Binder Agreement shall not be amended terminate or modify the R&W Policy in a manner that would adversely affects Sellers affect the Seller Group without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheldthe Representative. Buyer, conditioned or delayed); providedon behalf of itself and each other Buyer Indemnified Party, further acknowledges and agrees that the parties hereto agree that provisions of Section 11.13 and Section 11.14 shall apply regardless of whether (i) Buyer obtains the R&W Policy at all, (ii) Buyer obtains, before, at or following the Closing or maintains following the Closing the R&W Policy, (iii) the R&W Policy is revoked, cancelled, or modified in any version manner after issuance, or (iv) any of the Buyer Indemnified Parties makes a claim under the R&W Policy and Binder Agreement delivered to Sellers’ Representative shall not include Annex A or Annex B referenced thereinsuch claim is denied by the insurer. Buyers For the avoidance of doubt, the Buyer acknowledges and its Affiliates shall not amend, waive, or otherwise modify the subrogation provision under agrees that obtaining the R&W Policy in any manner that would allow is not a condition to Closing for the insurer thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunder, other than for Fraud, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers shall pay, cause to be paid or reimburse Buyers for all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction ExpensesBuyer.

R&W Policy. Concurrently with Purchaser shall obtain and conditionally bind the execution and delivery R&W Policy as of this Agreementthe Signing Date. Purchaser shall cause the R&W Policy (a) to name Purchaser as the insured, Buyers have delivered (b) insure Purchaser from any breach, or any failure to Sellers’ Representative a duly executed binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Companybe true, an Illinois corporation, with respect to the delivery of an insurance policy with respect to the representations and warranties of Sellers given by Seller under this Agreement Agreement, and (c) expressly provide that (i) the “insurer(s) issuing the R&W Policy”Policy shall waive or otherwise not pursue any subrogation, contribution, or other rights against Seller or any of its Affiliates or any of their respective Representatives, except in the case of Losses resulting from Fraud by such Person, (ii) at the Closing, which Binder Agreement Fraud of any Person(s) shall not be amended imputed to any other Person(s), (iii) Seller, its Affiliates, and their respective Representatives are express third-party beneficiaries of the foregoing waiver of subrogation, and (iv) the R&W Policy shall not be amended, modified, or otherwise changed in a manner that adversely affects Sellers adverse to Seller or any of its Affiliates or any of their respective Representatives without the prior written consent of Sellers’ Representative Seller. From and after the Signing Date, Purchaser shall not (such consent and shall cause its Affiliates not to be unreasonably withheldto) grant any right of subrogation, conditioned contribution or delayed); providedother right or otherwise amend, that the parties hereto agree that modify, terminate, or waive any version term or condition of the R&W Policy and Binder Agreement delivered to Sellers’ Representative in a manner inconsistent with the immediately preceding sentence. Purchaser shall not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waivetimely pay, or otherwise modify the subrogation provision under the R&W Policy in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunder, other than for Fraud, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers shall pay, cause to be paid or reimburse Buyers for paid, all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, taxes, brokerage commissionscommission, and other fees and expenses of such policythe R&W Policy including any self- retention amounts. For the avoidance of doubt, provided that such amounts the representations and warranties of Seller in this Agreement and the other Transaction Documents (other than the Seller Fundamental Representations) shall not survive the Closing and the R&W Policy shall be without duplication to those otherwise included Purchaser’s sole remedy for any claim for breaches of Seller’s representations or warranties in this Agreement or the other Transaction ExpensesDocuments (other than the Seller Fundamental Representations).

R&W Policy. Concurrently Prior to or substantially concurrently with the execution and delivery of this Agreement, Buyers have delivered Xxxxx has caused or shall cause to Sellers’ Representative be bound a duly executed binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, with respect to the delivery of an insurance policy with respect to the representations and warranties insurance policy in respect of Sellers under this Agreement the Transactions (the “R&W Policy”). The R&W Policy shall provide that (a) at the Closing, which Binder Agreement insurer or insurers under the R&W Policy (the “R&W Insurer”) shall have no right of subrogation against Seller or any of its Affiliates (except to the extent Seller or its Affiliates committed Fraud) and the R&W Insurer has waived and shall not be amended pursue any such right of subrogation (except to the extent Seller or its Affiliates committed Fraud) and (b) Buyer is not obligated to bring any claim against Seller or any of its Affiliates prior to bringing a claim under the R&W Policy. Except as set forth in a the immediately preceding sentence, Seller shall have no liability to the R&W Insurer under the binder for the R&W Policy or the R&W Policy. Buyer shall not and shall cause its Affiliates not to, amend, modify or otherwise change, terminate or waive any provision of the R&W Policy (i) with respect to the waiver of subrogation set forth therein or (ii) with respect to coverage for breaches of any Fundamental Representations of Seller in any manner that adversely affects Sellers would reasonably be expected to be materially adverse to Seller and its Affiliates, without the Seller’s prior written consent of Sellers’ Representative (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided, that such as with respect to the parties hereto agree that any version of the R&W Policy and Binder Agreement delivered to Sellers’ Representative shall not include Annex A policy term, retention amount or Annex B referenced therein. Buyers and its Affiliates shall not amendcoverage amount, waive, or otherwise modify the subrogation provision under the R&W Policy including in any manner that would allow could materially increase or materially expand the ability or rights of the insurer thereunder to subrogate bring an action against, or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right toseek recourse from, and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with its Affiliates. Buyer is solely responsible for any claim made by any Buyers’ Indemnified Party thereunderand all costs, expenses or other than for Fraud, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers shall pay, cause to be paid or reimburse Buyers for all costs and expenses payments related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction Expenses.

R&W Policy. (a) Concurrently with the execution and delivery of this Agreement, Buyers have delivered to Sellers’ Representative a duly executed binder agreement (Buyer has obtained and bound the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, with respect to the delivery of an insurance policy R&W Policy attached hereto as Exhibit G with respect to the representations and warranties of Sellers under Seller in this Agreement and the other matters covered by such policy and which expressly provides that (i) the “insurer under the R&W Policy”Policy has no subrogation rights, and will not pursue any claim against Seller, its Subsidiaries, any of their respective Representatives or any of their respective successors and assigns except in the case of fraud, (ii) at Seller is a third party beneficiary of the Closing, which Binder Agreement shall not be amended in a manner that adversely affects Sellers without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that the parties hereto agree that any version no subrogation provisions of the R&W Policy and Binder Agreement delivered to Sellers’ Representative shall described in clause (i), (iii) following the date of the R&W Policy, Buyer may not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waive, or otherwise modify the subrogation provision under provision(s) of the R&W Policy in respect of the no subrogation provisions described in clause (i) or in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any action Action against Seller, its Subsidiaries, any of their respective Representatives or any of their respective successors and assigns except in the Sellers case of fraud, in each case without Seller’s prior written consent (other than any claim for Fraud of any which consent may be withheld in Seller’s sole discretion). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right to, and will not, (iv) Buyer is not required to pursue any subrogation rights or contribution rights or any other claims remedies against any Seller or any of the Sellers’ Parties in connection with its Subsidiaries or any of their respective Representatives or any of their respective successors or assigns prior to or as a condition to making a claim made by any Buyers’ Indemnified Party thereunder, other than for Fraudunder such R&W Policy. In furtherance, and that such provision not in limitation of the insurance policy may foregoing, Buyer shall not permit the R&W Policy to be amended or modified in a manner that adversely affects Seller or any of its Subsidiaries or any of their respective Representatives or any of their respective successors and assigns in any material respect without the Seller’s prior written consent of Sellers’ Representativeconsent. Sellers The premium for such policy shall pay, cause to be paid or reimburse Buyers for all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction Expensesby Buyer.

R&W Policy. (a) Concurrently with the execution and delivery of this the Original Agreement, Buyers have delivered to Sellers’ Representative a duly executed binder agreement (Buyer had obtained and bound the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, with respect to the delivery of an insurance policy R&W Policy attached hereto as Exhibit F with respect to the representations and warranties of Sellers Seller in the Original Agreement and the other matters covered by such policy and which expressly provides that (i) the insurer under this Agreement the R&W Policy has no subrogation rights, and will not pursue any claim against Seller, its Subsidiaries, any of their respective Representatives or any of their respective successors and assigns except in the case of fraud, (ii) Seller is a third party beneficiary of the “R&W Policy”) at the Closing, which Binder Agreement shall not be amended in a manner that adversely affects Sellers without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that the parties hereto agree that any version no subrogation provisions of the R&W Policy and Binder Agreement delivered to Sellers’ Representative shall described in clause (i), (iii) following the date of the R&W Policy, Buyer may not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waive, or otherwise modify the subrogation provision under provision(s) of the R&W Policy in respect of the no subrogation provisions described in clause (i) or in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any action Action against Seller, its Subsidiaries, any of their respective Representatives or any of their respective successors and assigns except in the Sellers case of fraud, in each case without Seller’s prior written consent (other than any claim for Fraud of any which consent may be withheld in Seller’s sole discretion). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right to, and will not, (iv) Buyer is not required to pursue any subrogation rights or contribution rights or any other claims remedies against any Seller or any of the Sellers’ Parties in connection with its Subsidiaries or any of their respective Representatives or any of their respective successors or assigns prior to or as a condition to making a claim made by any Buyers’ Indemnified Party thereunder, other than for Fraudunder such R&W Policy. In furtherance, and that such provision not in limitation of the insurance policy may foregoing, Buyer shall not permit the R&W Policy to be amended or modified in a manner that adversely affects Seller or any of its Subsidiaries or any of their respective Representatives or any of their respective successors and assigns in any material respect without the Seller’s prior written consent of Sellers’ Representativeconsent. Sellers The premium for such policy shall pay, cause to be paid or reimburse Buyers for all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction Expensesby Buyer.

R&W Policy. Concurrently with the execution and delivery of this Agreement, Buyers have delivered to Sellers’ Representative a duly executed binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, with respect On or prior to the delivery Closing Date, each Parent shall use its reasonable best efforts to procure the R&W Policy on terms no less favorable to Parents and their Affiliates as the terms set forth in the R&W Binder. At and as of an insurance policy with respect to the representations and warranties of Sellers under this Agreement (the “R&W Policy”) at the Closing, which Binder Agreement (a) Parents shall not be amended in a manner that adversely affects Sellers without deposit the prior written consent portion of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that the parties hereto agree that any version premium as required under the terms of the R&W Policy in order to bind the insurer issuing the R&W Policy on such date, (b) Parents shall pay the premium balance and Binder Agreement delivered to Sellers’ Representative shall not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waive, or otherwise modify the subrogation provision all other amounts required under the R&W Policy in any manner that would allow to be paid to the insurer thereunder to subrogate or otherwise make or bring any action against issuing the Sellers (other than any claim for Fraud of any Seller). The policy provider R&W Policy in connection with the issuance of the R&W Policy has agreed Policy, and (c) Parents shall take all reasonable steps and do all such other acts and things as may be reasonably required in order to ensure that the R&W Policy will expressly is issued on or prior to the Closing Date. Parents shall pay all applicable due diligence fees at or prior to the Closing in conjunction with the insurer’s underwriting of coverage and its non-binding and conditional commitments to provide that coverage under the policy provider shall not have the right toR&W Policy, and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunder, other than for Fraud, and that such provision of fees payable to the insurance policy may not brokerage arranging the R&W Policy for negotiating and placing such R&W Policy. Notwithstanding anything to the contrary in this Agreement, Parents shall be amended without the prior written consent of Sellers’ Representative. Sellers shall pay, cause to be paid or reimburse Buyers solely responsible for all costs and expenses related to associated with or payable in connection with obtaining and pursuing coverage under the R&W Policy, including . The Company shall reasonably cooperate with Parents and the total premium, underwriting costs, brokerage commissions, and other fees and expenses applicable insurance provider in connection with obtaining the R&W Policy; provided that the failure of such policypolicy to issue shall not be deemed a breach of such obligation of the Company. Parents shall cause the R&W Policy to contain, provided at all times, a provision pursuant to which the insurers thereunder 1440241.11A-WASSR01A - MSW shall waive any right of subrogation they may have against the Majority Member arising under this Agreement other than in cases of fraud or willful misconduct. Each Parent further agrees that neither it nor any of its Affiliates will consent to amend any such amounts shall be provision in the R&W Policy without duplication to those otherwise included in Transaction Expensesthe express written consent of the Majority Member.

R&W Policy. Concurrently with the execution Buyer and delivery of this Agreement, Buyers have delivered to Sellers’ Representative Sellers acknowledge that Buyer has obtained a duly executed binder agreement buyer-side transaction risk insurance policy underwritten by Beazly (the “Binder AgreementCarrier”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation), with respect an aggregate policy limit of $10,000,000, which is effective as of the Effective Time (the “R&W Policy”), insuring Buyer for certain Losses due to the delivery certain breaches of an insurance policy with respect to the representations and warranties of Sellers under this Agreement (the “R&W Policy”) at the Closing, which Binder Agreement shall not be amended in a manner that adversely affects Sellers without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that the parties hereto agree that any version of the R&W Policy and Binder Agreement delivered to Sellers’ Representative shall not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waive, or otherwise modify the subrogation provision under the R&W Policy in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunder, other than for FraudArticle 2, and that such provision of policy is in form reasonably satisfactory to Sellers. Buyer has provided Sellers with the insurance policy may not be amended without proposed R&W Policy coverage, exclusions, deductibles, limits, premiums, and other costs, as set forth in the prior written consent of Sellers’ Representativebinder agreement with respect to the R&W Policy delivered by Buyer pursuant to Section 1.07(b). Notwithstanding anything in this Agreement to the contrary, Buyer and Sellers shall pay, cause to be paid or reimburse Buyers for each pay 50% of all costs and expenses related to the issuance of the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and other Taxes related to such policy and fees and expenses of such policy. Promptly following the Closing and, provided that such amounts in any event prior to the period required by the Carrier in the binder agreement with respect to the R&W Policy between Buyer and the Carrier dated on or about the date hereof, Buyer shall be provide to Carrier (i) copies of the final, executed closing deliveries exchanged pursuant to this Agreement, and (ii) if required by Carrier, a copy of the CD or a DVD-ROM reflecting the full and complete contents of Sellers’ Data Room as of Closing. Buyer shall not, without duplication to those otherwise included the prior written consent of Seller, amend, modify or change any material term or condition of the R&W Policy and shall comply in Transaction Expensesall material respects with the terms of the R&W Policy.

R&W Policy. Concurrently with Following the execution date hereof, Parent shall take, and delivery shall cause its Affiliates to take, all action necessary to obtain and bind the R&W Policy as of this Agreement, Buyers have delivered to Sellers’ Representative a duly executed binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporationClosing or, with respect to any Delayed Consent Subsidiary, any other date(s) mutually agreed by Parent and Seller Representative, which shall contain substantially the delivery same terms and conditions as set forth in the R&W Policy attached hereto as Exhibit F. The Company shall use commercially reasonable efforts to provide, and shall use commercially reasonable efforts to cause its controlled Affiliates to provide, such cooperation as Parent shall reasonably request in connection with obtaining and binding the R&W Policy as of an insurance policy with respect to the representations and warranties of Sellers under this Agreement (Closing or the “R&W Policy”) at applicable agreed date(s). Following the Closing, which Binder Agreement Parent shall not, and shall cause its Affiliates (including, after the Closing, the Acquired Companies) not be amended to, amend, restate, supplement, modify or alter the R&W Policy (or waive any terms thereof) in a any manner that adversely affects Sellers is adverse to or that results or could reasonably be expected to result in any incremental liability to any Security Holder or any of its equityholders, officers, directors, managers, employees, counsel, accountants, financial advisors and consultants and each of the heirs, executors, successors and permitted assigns of any of the foregoing without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed)Seller Representative; provided, that the parties hereto agree that R&W Policy, and any version other representation and warranty insurance policy acquired or otherwise obtained by Parent or any of the R&W Policy and Binder Agreement delivered to Sellers’ Representative shall not include Annex A or Annex B referenced therein. Buyers and its Affiliates in connection with the Transactions, shall not amend, waive, or otherwise modify in all cases prohibit the subrogation provision under the R&W Policy in any manner that would allow the insurer insurer(s) thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights or contribution rights or any other claims Person from subrogating or otherwise making or bringing, and shall require such insurer(s) to waive and not pursue, any claim against any Seller Security Holder or any Affiliate of any Security Holder or any past, present or future equityholder, member, partner, director, manager, officer, employee or advisor of any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunderforegoing based upon, other than for Fraudarising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement or the Transactions. Parent and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers Company (as a Transaction Expense) shall each pay, or cause to be paid or reimburse Buyers for paid, one-half of all costs and expenses due at or prior to the Closing related to the R&W PolicyPolicy to be issued as of the Closing, including the total premium, underwriting costs, brokerage commissionscommission for Parent’s broker, Taxes related to such R&W Policy and other fees and expenses of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction Expensesas and when due.

R&W Policy. Concurrently Parent and Merger Sub acknowledge and agree that Parent shall be responsible for all fees, expenses and premiums relating to the R&W Policy other than such fees, expense and premiums that constitute a Company Transaction Expense. The R&W Policy shall contain a waiver of subrogation by the insurer in favor of the Acquired Companies, the Unitholders, the Blocker Parent and any of the Affiliates of the foregoing (including any past, present or future director, manager, officer, employee or advisor of any of the foregoing) in connection with this Agreement and the transactions contemplated hereunder except solely in the case of Fraud. Prior to the Closing, Parent shall not amend, modify, or waive any provision of the R&W Policy, including the applicable binder agreement, without the express written consent of the Company and the Blocker Parents (which consent shall not be unreasonably withheld conditioned or delayed). In connection with the execution Closing, Parent shall take all actions reasonably necessary to cause the conditions to the issuance of the R&W Policy to be satisfied, and delivery of this Agreementto cause the R&W Policy to be issued, Buyers have delivered to Sellers’ Representative a duly executed binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, including with respect to the delivery of an insurance policy Parent paying all fees, costs, and expenses due with respect to thereto (including premium, due diligence fees, surplus line fees and insurance broker fees owing in respect of the representations and warranties of Sellers under this Agreement (the “R&W Policy”) at ), delivering all documents, instruments, certificates and other information required to be delivered thereunder, and participating in “bring down” due diligence conferences. Parent shall provide the Securityholders’ Agent and Blocker Parents a true and complete copy of the final R&W Policy as soon as reasonably practicable following the Closing. From and after the issuance of the R&W Policy, which Binder Agreement Parent shall not be amended amend, modify, or otherwise waive such subrogation provisions of the R&W Policy in a manner that adversely affects Sellers adverse to Unitholders, the Blocker Parents or any of Affiliates of the foregoing without the prior written consent of Sellersthe Securityholders’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that the parties hereto agree that any version of the R&W Policy and Binder Agreement delivered to Sellers’ Representative shall not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waive, or otherwise modify the subrogation provision under the R&W Policy in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunder, other than for Fraud, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers shall pay, cause to be paid or reimburse Buyers for all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction ExpensesAgent.