Common use of R&W Policy Clause in Contracts

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 reimburse the Purchaser for any of the R&W Costs. 4.8.3 Following Closing, the Purchaser shall provide to the Vendors’ Delegate, concurrently with delivery to the requisite parties under the R&W Policy, copies of any written notices which relate to any claim or potential claim made under the R&W Policy.

R&W Policy. 4.8.1 (a) At or prior to the time of execution date hereof, Buyer will have obtained, at the Buyer’s cost and delivery of this Agreementexpense, the Purchaser has provided R&W Insurance Commitment Letter for the R&W Policy. Buyer shall use its commercially reasonable efforts to seek to cause all conditions set forth in 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 R&W Insurance Commitment Letter for the issuance of a buyer-side representation the R&W Policy at the Closing to be satisfied, including paying all costs, expenses and warranty insurance policy at or prior to Closing in the name of premiums due from it 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 arising 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 Insurance Commitment Letter, as required for the R&W Policy do not permit subrogation against to be effective as of the VendorsClosing, including, without limitation, the Group or Representatives total premium, underwriting costs, brokerage commission, due diligence fees, Taxes due and payable under the terms of such policy. The R&W Policy shall contain no entitlement to subrogation rights of recovery against any of the foregoing for any claims made by the Purchaser under the R&W PolicySecurity Holders, except in the case of Fraud. Following From and after the date of binding the R&W Policy, Buyer and its Affiliates (including, following the Closing, the Purchaser shall Surviving Corporation) will not amend or waiveamend, or permit the amendment or waiver of, the subrogation provisions contained in the R&W Policy benefitting the Vendors waive or otherwise amend, modify, restate, supplement or terminate modify the R&W Policy in a any manner materially adverse to the Vendors without the prior written consent any of the Vendors’ DelegateSecurity Holders. 4.8.2 The Parties agree (b) Buyer hereby agrees that if it becomes apparent that the payment RWI Policy will not be in full force and effect at the Closing due to no fault of the premium Buyer or breach of its obligations hereunder, Buyer shall use its commercially reasonable efforts to obtain as soon as reasonably possible a comparable replacement buy-side representation and warranty insurance policy for the R&W Policy, any retention a coverage 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 $15,000,000 (the “Replacement R&W CostsPolicy”) shall ). For the avoidance of doubt, a replacement buy-side representation and warranty insurance policy will not be divided equally between the Purchaser on the one handdeemed to be comparable if it does not provide comparable coverage, exclusions and the Vendors, collectively, on the other hand. To facilitate payment, the Purchaser shall be reimbursed for fifty percent (50%) of terms as that contemplated by the R&W Costs Insurance Commitment Letter 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 reimburse the Purchaser for any of the R&W Costscomparable cost. 4.8.3 Following Closing, the Purchaser shall provide to the Vendors’ Delegate, concurrently with delivery to the requisite parties under the R&W Policy, copies of any written notices which relate to any claim or potential claim made under the R&W Policy.