Common use of R&W Policy Clause in Contracts

R&W Policy. Purchaser shall cause the R&W Policy to be finally issued and coverage thereunder to be in full force and effect substantially contemporaneously with the execution of this Agreement, which R&W Policy shall be in a form reasonably satisfactory to Sellers Representative, and shall provide that the insurer under the R&W Policy shall have no rights of subrogation against any Party to this Agreement, any Representatives thereof, or the Company except against Sellers solely in the case of Sellers’ knowing and intentional fraud in connection with the transactions contemplated by this Agreement as determined by a final, non‑appealable order in a court of competent jurisdiction. The premiums, and all the other costs and expenses relating to the origination of the R&W Policy, including any underwriting fees, broker commissions and surplus lines taxes (the “R&W Policy Premium”), shall be paid fifty percent (50%) by each of the Sellers and Purchaser. Purchaser shall have the right to require Sellers to pay their portion at such time as required pursuant to the terms of the R&W Policy or to deduct such portion from the Closing Cash Consideration as provided in Section 2.3. Purchaser shall not amend, modify or otherwise change, terminate or waive any such subrogation provision, or any other provision, of the R&W Policy in a manner that would be adverse to any Seller or any Seller Indemnified Party, without the prior written consent of Sellers Representative.

R&W Policy. Purchaser The Buyer shall cause use reasonable best efforts to make the R&W Policy effective as of the Closing Date, including by paying or causing to be finally issued and coverage thereunder to be in full force and effect substantially contemporaneously with the execution of this Agreementpaid, which R&W Policy shall be in a form reasonably satisfactory to Sellers Representativewhen due, and shall provide that the insurer under the R&W Policy shall have no rights of subrogation against any Party to this Agreement, any Representatives thereof, or the Company except against Sellers solely in the case of Sellers’ knowing and intentional fraud in connection with the transactions contemplated by this Agreement as determined by a final, non‑appealable order in a court of competent jurisdiction. The premiums, and all the other costs and expenses relating related to the origination of the R&W Policy, including the total premium, underwriting costs, brokerage commission for the Buyer’s broker, any underwriting feessurplus lines, broker commissions self-procurement, premium or similar tax and surplus lines taxes other fees and expenses of the R&W Policy (collectively, the “R&W Policy PremiumCosts”), . The R&W Policy Costs shall be paid fifty percent by the Buyer (50%except to the extent included in the definition of Seller’s Expenses hereunder). The R&W Policy shall provide that (a) except in the case of Fraud by each the Seller, the R&W Insurer shall waive and release any right of subrogation against the Seller and its Affiliates in connection with this Agreement, and (b) the Seller and its Affiliates are third party beneficiaries of such waiver. The Buyer shall, as soon as practicable after the Closing Date, deliver to the Seller a true, correct and complete copy of the Sellers fully executed R&W Policy. From and Purchaser. Purchaser after the Closing Date, the Buyer shall have the right to require Sellers to pay their portion at such time as required pursuant to the terms of not, and shall not permit the R&W Policy or to deduct such portion from the Closing Cash Consideration as provided in Section 2.3. Purchaser shall not Insurer to, amend, waive or otherwise modify or otherwise change, terminate or waive any such subrogation provision, or any other provision, of the R&W Policy in a any manner that would, or would reasonably be adverse to any expected to, adversely impact the Seller or any Seller Indemnified Party, without the prior written consent of Sellers Representativethe Seller.

R&W Policy. Purchaser (a) The Buyer Parties shall cause pay all of the R&W Policy to be finally issued and coverage thereunder to be in full force and effect substantially contemporaneously with the execution of this Agreement, which Expenses. The R&W Policy shall be in contain a form reasonably satisfactory to Sellers Representative, and shall provide that the insurer under the R&W Policy shall have no rights waiver of subrogation rights against any Party to this Agreementthe Seller for the benefit of the Seller, any Representatives thereof, or the Company except against Sellers solely other than in the case of Sellers’ knowing Actual Fraud by such Seller in the making of the representations and intentional fraud warranties in connection with the transactions contemplated by this Agreement as determined by a final, non‑appealable order in a court and shall not contain any other Liability on the part of competent jurisdictionthe Seller. The premiumsBuyer’s only recourse for breaches of the representations and warranties set forth in Article IV (other than with respect to breaches of Fundamental Representations or in the event of Actual Fraud in the making of the representations and warranties in this Agreement) shall be, and all the other costs and expenses relating to the origination of the R&W Policy, including any underwriting fees, broker commissions and surplus lines taxes (the “R&W Policy Premium”), shall be paid fifty percent (50%) by each of the Sellers and Purchaser. Purchaser shall have the right to require Sellers to pay their portion at such time as required pursuant to the terms of the R&W Policy or to deduct such portion from the Closing Cash Consideration as provided in Section 2.3. Purchaser shall not amendexceed, modify or otherwise changethe Indemnity Escrow Amount, terminate or waive any such subrogation provision, or any other provision, of the R&W Policy subject to and in a manner that would be adverse to any Seller or any Seller Indemnified Party, without accordance with Article IX. (b) Without the prior written consent of Sellers Representativethe Seller (which consent shall not be unreasonably withheld, conditioned or delayed), Buyer shall not modify or amend any material provision in the R&W Policy regarding waiver of subrogation against Seller or in any other manner that will have an adverse effect on the Seller. (c) (i) Promptly following Buyer obtaining a conditional binder to the R&W Policy, Buyer shall provide the Seller with a complete copy of such conditional binder and (ii) promptly following binding of coverage by Buyer for the R&W Policy, Buyer shall provide the Seller with evidence of such binding.

R&W Policy. Purchaser shall cause the R&W Policy to be finally issued and coverage thereunder to be in full force and effect substantially contemporaneously Concurrently with the execution and delivery of this Agreement, which Xxxxxx’ Representative has delivered to Sellers’ Representative a duly executed binder agreement (the “Binder Agreement”) with respect to the delivery of an insurance policy for the representations and warranties of Sellers and the Companies under this Agreement (the “R&W Policy Policy”) at the Closing. Buyers and their Affiliates shall be in a form reasonably satisfactory to Sellers Representativenot amend, and shall provide that waive, or otherwise modify the insurer subrogation provision under the R&W Policy shall have no rights of subrogation in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any action against any Party to this Agreement, Seller (other than any Representatives thereof, claim for Fraud of any Seller) or any of the Company except against Sellers solely in the case of other Sellers’ knowing and intentional fraud in connection with the transactions contemplated by this Agreement as determined by a final, non‑appealable order in a court of competent jurisdictionParties. The premiums, and all the other costs and expenses relating to the origination of the R&W Policy, including any underwriting fees, broker commissions and surplus lines taxes (the “R&W Policy Premium”), shall be paid fifty percent (50%) by each of the Sellers and Purchaser. Purchaser shall have the right to require Sellers to pay their portion at such time as required pursuant to the terms policy provider of the R&W Policy or to deduct such portion from has agreed that the Closing Cash Consideration as provided in Section 2.3. Purchaser R&W Policy will expressly provide that the policy provider shall not amendhave the right to, modify and will not, pursue any subrogation rights or otherwise change, terminate or waive any such subrogation provision, contribution rights or any other provision, of the R&W Policy in a manner that would be adverse to claims against any Seller or any Seller of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified PartyParty thereunder, other than for Fraud (as defined herein) of a Seller, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers Representativeshall pay for all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, Taxes, and other fees and expenses of such policy.