Common use of R&W Policy Clause in Contracts

R&W Policy. Buyer may obtain, and cause to be conditionally bound, the R&W Policy in substantially the form provided to Seller prior to the binding of such R&W Policy. B▇▇▇▇ acknowledges and agrees that all R&W Policy Expenses will be at the sole cost and expense of Buyer or an Affiliate thereof and neither Seller nor any of its Affiliates (including, prior to the Closing, the Transferred Subsidiaries) will have any liability with respect to such R&W Policy Expenses. From and after the binding of the R&W Policy, Buyer will not (and will cause its Affiliates not to) amend, modify, terminate, waive or otherwise change any subrogation or other provision in the R&W Policy (or waive any terms of any such subrogation provision) in a manner adverse to Seller or Seller’s Non-Recourse Parties without the prior written consent of Seller. For the avoidance of doubt, B▇▇▇▇ and S▇▇▇▇▇ acknowledge and agree that the obtaining of the R&W Policy is not a condition to the Closing. Additionally, and without limiting the generality of the foregoing, any rights of any issuer of the R&W Policy, including any rights of subrogation, do not affect, expand or increase any liability or obligation of Seller or its Affiliates in connection with this Agreement. For the avoidance of doubt, Buyer shall, and shall cause the Transferred Subsidiaries to, use commercially reasonable efforts to seek recourse under the R&W Policy first in respect of any Indemnified Taxes for which recourse under the R&W Policy may reasonably be available (even if such Indemnified Taxes may be below the retention amount under the R&W Policy) before seeking recovery under Section 6.2.

R&W Policy. Buyer may obtain, and The Parties agree that the Investors will pay or cause to be conditionally boundpaid all outstanding costs and expenses related to the R&W Policy (the “R&W Policy Costs”) (provided, however, notwithstanding the foregoing, that 20% of the R&W Policy Costs will be borne by Vantage in connection with this Agreement pursuant to the definition of “Closing Consideration” (such 20%, the “Vantage R&W Policy Portion”)), provided, that, in no event will the Investors’ third-party advisor fees (other than any fees payable to Lockton Companies Inc. or any of its Affiliates, which fees shall constitute R&W Policy Costs) in connection with obtaining the R&W Policy constitute R&W Policy Costs for the purpose of calculating the Vantage R&W Policy Portion. The Investors will cause the R&W Policy to contain a waiver of subrogation against the Retained Owners by the insurer thereunder (except, with respect to a Retained Owner, in the case of fraud on the part of such Retained Owner), and will provide a copy of the R&W Policy to Vantage. After the date hereof, the Investors shall not amend the terms of the R&W Policy in substantially the form provided to Seller prior any manner that would be adverse to the binding of such R&W PolicyRetained Owners without the Retained Owners’ prior written consent. B▇▇▇▇ acknowledges Vantage will, and agrees that all R&W Policy Expenses will be at cause the sole cost and expense of Buyer or an Affiliate thereof and neither Seller nor any of its Affiliates (includingGroup Companies, prior to cooperate with the Closing, the Transferred Subsidiaries) will have any liability Investors with respect to such R&W Policy Expenses. From the Investors obtaining and after the binding of the R&W Policy, Buyer will not (and will cause its Affiliates not to) amend, modify, terminate, waive or otherwise change any subrogation or other provision in the R&W Policy (or waive any terms of any such subrogation provision) in a manner adverse to Seller or Seller’s Non-Recourse Parties without the prior written consent of Seller. For the avoidance of doubt, B▇▇▇▇ and S▇▇▇▇▇ acknowledge and agree that the obtaining of the R&W Policy is not a condition to the Closing. Additionally, and without limiting the generality of the foregoing, any rights of any issuer of the R&W Policy, including any rights of subrogation, do not affect, expand or increase any liability or obligation of Seller or its Affiliates in connection with this Agreement. For the avoidance of doubt, Buyer shall, and shall cause the Transferred Subsidiaries to, use commercially reasonable efforts to seek recourse under the R&W Policy first in respect of any Indemnified Taxes for which recourse under the R&W Policy may reasonably be available (even if such Indemnified Taxes may be below the retention amount under the R&W Policy) before seeking recovery under Section 6.2.

R&W Policy. Buyer may obtain, and cause to be conditionally bound, the R&W Policy in substantially the form provided to Seller prior to the binding of such R&W Policy. B▇▇▇▇ acknowledges and agrees that all R&W Policy Expenses will be at the sole cost and expense of Buyer or an Affiliate thereof and neither Seller nor any of its Affiliates (including, prior Prior to the Closing, Parent will obtain, a R&W Policy that contains terms and conditions that are mutually acceptable to Parent and the Transferred Subsidiaries) Equityholder Representative (and Parent will have any liability provide a copy of such R&W Policy to the Equityholder Representative), including terms to the effect that, other than with respect to such claims for Fraud, the R&W Policy ExpensesInsurer (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 binding of the R&W Policydate hereof, Buyer Parent will not (not, and will cause each of its Affiliates not to) , amend, modify, terminate, waive terminate or otherwise change any subrogation or other provision in the R&W Policy (or waive any terms or conditions of any such R&W Policy so as to expand the subrogation provision) in a manner adverse to Seller or Seller’s Non-Recourse Parties contribution rights of the R&W Insurer against the Stockholders under such R&W Policy without the prior written consent of Sellerthe Equityholder Representative. For the avoidance of doubt, B▇▇▇▇ Parent and S▇▇▇▇▇ acknowledge and agree that the obtaining of any other insured party under the R&W Policy is not a condition to bear all risk of (i) the Closing. Additionally, and without limiting the generality of the foregoing, any rights of any issuer applicable R&W Insurer’s insolvency or breach of the R&W Policy, including (ii) the failure of any rights of subrogation, do not affect, expand or increase any liability or obligation of Seller or its Affiliates in connection with this Agreement. For the avoidance of doubt, Buyer shall, and shall cause the Transferred Subsidiaries to, use commercially reasonable efforts to seek recourse insured party under the R&W Policy first in respect 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 Indemnified Taxes for which recourse payments to any insured party under the R&W Policy may reasonably be available or (even if such Indemnified Taxes may be below the retention amount under B) denial of coverage for any reason. Parent shall pay one hundred percent (100%) of the R&W PolicyPolicy Costs to the R&W Insurer; provided that fifty percent (50%) before seeking recovery under Section 6.2of the R&W Policy Costs shall be included as a Company Transaction Cost.

R&W Policy. Buyer may obtain, and cause to be conditionally bound, the R&W Policy in substantially the form provided to Seller prior to the binding of such R&W Policy. B▇▇▇▇ acknowledges and agrees that all R&W Policy Expenses will be at the sole cost and expense of Buyer or an Affiliate thereof and neither Seller nor any of its Affiliates (including, prior to the At Closing, the Transferred SubsidiariesBuyer will obtain a R&W Policy with a coverage limit not to exceed $19,200,000 and that contains terms and conditions that are mutually acceptable to the Buyer and the Shareholder Representative, including (a) will have coverage of all representations and warranties ‎contained in Article 3 and Article 4, in each case, subject to any liability exclusions and limitations ‎contained therein, (b) a ‎retention amount not to exceed One Million Nine Hundred Twenty Thousand Dollars ($1,920,000) and (c) terms to the effect that the R&W Insurer (i) waives, and agrees not to pursue, directly or indirectly, any subrogation rights against the Shareholders with respect to any claim made by any insured thereunder (other than in the case of Fraud) and (ii) agrees that the Buyer has no obligation to pursue any claim against the Shareholders or the Company in connection with any Loss, and the Buyer will ensure that such R&W Policy Expensesterms are held by the Buyer in trust for the Shareholders. From and after the binding of Agreement Date, the R&W Policy, Buyer will not (not, and will cause each of its Affiliates not to) , amend, modify, terminate, waive terminate or otherwise change waive any subrogation terms or other provision in conditions of the R&W Policy (so as to expand or waive any terms enlarge the subrogation or contribution rights of any such subrogation provision) in a manner adverse to Seller or Seller’s Non-Recourse Parties the R&W Policy carrier under the R&W Policy without the prior written consent of Sellerthe Shareholder Representative. For Notwithstanding that Buyer has obtained the avoidance R&W Policy and may have effected any ‎related advancements in connection therewith, fifty percent (50%) of doubtall fees, B▇▇▇▇ costs and S▇▇▇▇▇ acknowledge and agree premiums, ‎including surplus lines taxes, that are required to be paid to the obtaining insurer under the R&W Policy for ‎the full term of the R&W Policy is not a condition and to the Closing. Additionallyinsurance brokerage for arranging, negotiating and without limiting the generality of the foregoing, any rights of any issuer of the R&W Policy, including any rights of subrogation, do not affect, expand or increase any liability or obligation of Seller or its Affiliates in connection with this Agreement. For the avoidance of doubt, Buyer shall, and shall cause the Transferred Subsidiaries to, use commercially reasonable efforts to seek recourse under ‎placing the R&W Policy first in respect of any Indemnified Taxes for which recourse under (collectively, the “R&W Policy may reasonably Premium”), shall be available (even if such Indemnified Taxes may borne by the Shareholders, as a Company ‎Transaction Expense and shall be below the retention amount under the R&W Policy) before seeking recovery under Section 6.2paid at Closing.