RWI Policy. The Target Companies shall use commercially reasonable efforts to cooperate with Purchaser in connection with Purchaser’s procurement of a buyer-side representation and warranty insurance policy (collectively, the “RWI Policy”), including responding to reasonable requests for information from the underwriter necessary to obtain the RWI Policy and, no later than ten (10) Business Days following the Closing, the Equityholder Representative shall or shall cause the applicable Representative of the Company to deliver to Purchaser three (3) digital USB copies of all contents of the Data Room (or such other electronic method as agreed by Purchaser and Representative), as of the end of the day that is one (1) day immediately preceding the Closing Date (which shall include, for the avoidance of doubt, all contents that were located in, or uploaded to, Data Room at any time prior to the Closing). The premium payable to the underwriters in respect of the RWI Policy, and all other expenses, fees, costs or deductibles associated therewith, shall be borne by Purchaser. Purchaser shall cause the RWI Policy to expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights against any Equityholder, its Affiliates or any of its direct or indirect equity holders, as applicable, in connection with any claim made by Purchaser or any of its Affiliates thereunder, except in the case of Fraud. Purchaser agrees to not amend the RWI Policy following the Closing in a manner that would adversely affect the rights of the Equityholders or their respective Affiliates set forth herein without the prior written consent of Equityholder Representative.
RWI Policy. The representation and warranty policy (the “RWI Policy”) obtained by Buyer in connection with the transactions contemplated by this Agreement shall be for a coverage amount of $30,500,000 and on customary terms and conditions (including, for the avoidance of doubt, (a) the insurer thereunder expressly waiving, and agreeing not to pursue, directly or indirectly, any subrogation rights against the Target Companies or Seller with respect to any claim made by any insured thereunder, except in cases of Fraud, and (b) the insurer thereunder expressly agreeing that Buyer and its Affiliates shall have no obligation to pursue any claim against the Target Companies or Seller in connection with any loss, liability or damage) and in the form attached hereto as Exhibit A, and shall not be amended and/or modified in a manner adverse to the Seller unless approved in writing by the Seller. Seller shall be responsible for paying the premiums, commissions, fees and other costs and expenses of procuring and maintaining the RWI Policy in an amount not to exceed $1,237,506. Neither Seller nor any Affiliate thereof shall have any liability or obligation to indemnify or compensate Buyer or any other party to the extent Buyer does not obtain or cannot maintain the RWI Policy, or to the extent that the terms thereof do not provide coverage for any specific type or category of claims or losses, or to the extent the issuer or underwriter of such policy terminates the same or does not for any reason accept or pay any claims made thereunder, including for any Losses that would have been covered within the policy limit of the RWI Policy had such policy been obtained, been maintained, or not been cancelled, or coverage for such Losses had not been denied by the insurer.
RWI Policy. Acquiror shall pay the premium and all other costs required for issuance of the RWI Policy at Closing. The RWI Policy shall include a provision whereby insurer expressly waives, and agrees not to pursue, directly or indirectly, any subrogation rights against the Seller or any Holder with respect to any claim made by any insured thereunder (except for intentional fraud in connection with the transaction by that Holder or Seller).
RWI Policy. Parent may obtain after the date hereof (and not as a condition to Closing), and with the commercially reasonable assistance of the Company, at Parent’s sole cost and expense, a buyer-side representation and warranty insurance policy from an insurance provider (the “RWI Policy”).
RWI Policy. Acquirer may obtain at its expense a buy-side representations and warranties policy (the “RWI Policy”). Prior to the Closing, the Company shall provide to Acquirer and its Representatives such cooperation reasonably requested by Acquirer that is necessary to obtain the RWI Policy, including by assisting Acquirer in providing information as may reasonably be requested by any insurance broker or insurance carrier.
RWI Policy. Purchaser shall not waive, amend, modify or otherwise revise the RWI Policy, without Seller’s prior written consent, in any manner that would adversely affect the rights of Seller under this Agreement or alter the subrogation provisions applicable to Seller and its Affiliates.
RWI Policy. Buyer has obtained a representation and warranty insurance policy with a policy limit of ten percent (10%) of the Purchase Price (the “RWI Policy”). The total policy premium, brokerage commission, underwriting and stamping fees and Taxes payable, in each case, in connection with the purchase of the RWI Policy (collectively, the “RWI Expenses”), shall be borne by Seller and reduce the Purchase Price as set forth herein.
RWI Policy. Buyer shall cause the RWI Policy to be fully bound and issued as of the Closing, including paying when due all premiums, fees, costs and Taxes payable thereunder; provided, that Seller shall bear 50% of the premium for the RWI Policy (which amount shall be included in the Seller Expenses). Buyer shall not, and shall not permit its Affiliates to, amend or otherwise modify the subrogation provisions of the RWI Policy in any manner that adversely affects Seller or any of its Affiliates.
RWI Policy. Xxxxx has obtained third-party insurance in respect of inaccuracies or breaches of the representations and warranties made by Seller in this Agreement and certain other matters as set forth therein (the “RWI Policy”), which RWI Policy is bound as of the Closing Date. A true and complete copy of the RWI is attached hereto as Exhibit C.
RWI Policy. Buyer shall not amend, repeal, modify, supplement, subrogate or otherwise change, terminate or waive any provision of the RWI Policy in a manner adverse to Seller without the prior written consent of Seller. The cost of the premiums together with all taxes and application, underwriting or similar fees or expenses in connection with securing the RWI Policy (the “RWI Policy Expenses”) shall be paid fifty percent (50%) by Buyer and fifty percent (50%) by Seller.
