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. Following the Closing, Buyer’s right to assert claims under the RWI Policy shall be the Buyer Indemnified Parties’ sole and exclusive remedy for any Covered Losses arising from any breach or inaccuracy of the representations and warranties contained in Article III or Article IV of this Agreement (other than the Seller Fundamental Representations and the Tax Representations), and no Seller Party shall have any liability therefor; provided, however, that nothing set forth in this Article X shall preclude or limit Buyer’s or its Affiliates’ ability to file claims under the RWI Policy; and provided, further that the Buyer Indemnified Parties shall be entitled to recover directly from Seller those Covered Losses arising out of any breach or inaccuracy of the Seller Fundamental Representations or the Tax Representations, in each case to the extent such Covered Losses are in excess of, or otherwise excluded from, the coverage provided under the RWI Policy. Buyer acknowledges and agrees that the Buyer Indemnified Parties shall be responsible for all retention amounts under the RWI Policy. Subject to any retention amount thereunder, and the other terms and conditions thereunder, the Buyer Indemnified Party shall use reasonable best efforts to seek to obtain payment under the RWI Policy with respect to any breach or inaccuracy of the Fundamental Representations and the Tax Representations, and the RWI Policy shall be Buyer’s first source of payment for any Covered Losses covered by the RWI Policy (such that, while a claim may be made (and pursued) concurrently against both the RWI Policy and the Indemnifying Parties hereunder, an Indemnifying Party will not be obligated to make payment to the Buyer Indemnified Parties with respect to a Covered Loss that is payable under the RWI Policy until the insurers under the RWI Policy have notified Buyer in writing that they will not pay such Covered Loss, whether in whole or in part, to the Buyer Indemnified Parties, whether pursuant to the terms of such policy or for any other reason). Notwithstanding the foregoing and for the avoidance of doubt, any Covered Losses with respect to the Seller Fundamental Representations or the Tax Representations not paid to Buyer under the RWI Policy, whether due to a Covered Loss being excluded from such policy or in excess of the coverage thereunder, shall not be subject to the limitation contained in this Section 10.02 and shall be fully recoverable by the Buyer Indemnified Parties pursua...
RWI Policy. Concurrently with the execution and delivery of this Agreement, Purchaser shall bind the RWI Policy. All costs related to the RWI Policy, including, without limitation, the premium, underwriting costs, broker commission, applicable Taxes, and any related fees (but excluding the retention) will be borne 50% by Purchaser and 50% by Seller. Purchaser shall use commercially reasonable efforts to meet the conditions as may be required by the RWI Insurer in connection with binding coverage under the terms of the RWI Policy on the date hereof and issuing the 85 final RWI Policy. Purchaser shall cause the RWI Policy to include a provision whereby the RWI Insurer expressly waives, releases, and agrees not to pursue, directly or indirectly, any rights, including rights of or via subrogation, assignment, or otherwise, against Seller or any of the other Purchaser Releasees or Seller Releasees with respect to any claim made thereunder (except in the case of, and only to the extent of, damages paid by the RWI Insurer under the RWI Policy resulting from Fraud, and in such case only against the party who has committed such Fraud) and not against any other Person. Seller shall be identified in the RWI Policy as express third-party beneficiaries of the foregoing provision with the right of enforcement. The foregoing waiver and release under the RWI Policy shall not be in any way amended, modified, supplemented, terminated, waived, or otherwise revised, and no amendment, modification, supplementation, termination, waiver or revision shall be effective, without the express written consent of Seller. Following the Closing, Seller shall use commercially reasonable efforts to cooperate as requested by Purchaser in connection with any claim under the RWI Policy. To the extent required by the RWI Policy and as requested by Purchaser, Seller shall deliver to Purchaser within ten (10) Business Days after the Closing, a flash drive (or other similar media) containing copies of all documents that were uploaded to the virtual data room used for by the Parties for the Transactions. [Signature page follows.]
RWI Policy. Buyer agrees that except in (a) the case of Fraud by Seller and (b) in respect of the Company Specified Fundamental Representations (but only to the extent provided in Section 10.3), Buyer’s sole right of recovery (if any) in respect of any representations and warranties of the Seller and Amundi Parent set forth in Article III and Article IV, shall be under the RWI Policy, regardless of whether or not the matter is covered by the RWI Policy and notwithstanding any subsequent non-payment under the RWI Policy or any vitiation or expiry or termination of the RWI Policy or insolvency of the underwriters of the RWI Policy or for any other reason whatsoever. Buyer acknowledges and agrees that it shall be fully liable for any premium, retention amount and other costs under the RWI Policy and, accordingly, Seller shall not be liable for any such amounts. The RWI Policy shall explicitly provide that (a) the RWI Policy insurer(s) irrevocably waives and agrees not to pursue, directly or indirectly, any and all rights of subrogation, contribution and any other rights the RWI Policy insurer(s) might have against Seller, its Affiliates or its or their Representatives in connection with this Agreement and the transactions contemplated hereby, other than in the case of Fraud by any such Person, and then only to the extent of such Fraud by such Person; and (b) Seller, its Affiliates and its and their Representatives are third party beneficiaries of the foregoing waiver, and the foregoing waiver may not be amended by any party in any manner adverse to Seller, its Affiliates or any of its or their Representatives without Seller’s prior written consent (which consent shall be in the sole and absolute discretion of Seller). Xxxxx agrees to provide a duly executed copy of the RWI Policy as soon as reasonably practicable following its inception, and in any event within five (5) Business Days after the date hereof.
RWI Policy. Purchaser 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. Purchaser shall obtain a conditionally bound representations and warranty insurance policy in respect of the representations and warranties contained in this Agreement or any certificate delivered in connection with this Agreement (the “RWI Policy”) and use reasonable best efforts to ensure that the conditions in the binder of such RWI Policy are met such that the RWI Policy will remain effective from and after Closing. The fees, costs, and expenses, including the premium, underwriting costs, brokerage fees, and commissions to obtain the RWI Policy (the “RWI Fees”) shall be borne equally by the Stockholders, on the one hand, and Parent, on the other hand; provided that the Stockholders shall bear 100% of all such fees, costs and expenses attributable to any excess fundamental coverage policy procured by Purchaser as part of the RWI Policy (the aggregate RWI Fees to be borne by Stockholders, the “Stockholder Share RWI Fees”). Purchaser has provided the Stockholders with a reasonable opportunity to review and provide comments to the RWI Policy prior to binding coverage. Purchaser shall ensure that the RWI Policy contains a waiver by the insurer of the insurer’s rights to bring any claim against any Stockholder and any of their respective Affiliates, and its and their respective directors, managers, officers, and employees by way of subrogation, claim for contribution, or otherwise (other than in the case of Fraud), and that such Persons shall be third-party beneficiaries of such waiver. No insured party under the RWI Policy will waive, amend, modify, or otherwise revise such subrogation provision in any manner that is prejudicial in any material respect to such Person, or allow such provision to be waived, amended, modified, or otherwise revised without the prior written consent of the Stockholders’ Representative. From and after the date of this Agreement until the Closing, the Company shall use commercially reasonable efforts to cooperate with Purchaser, and shall take such other actions as Purchaser may reasonably request and which are customary for a buyer-side transaction risk insurance policy (in each case, to the extent within the control of the Company), in order to assist Purchaser in obtaining and maintaining the RWI Policy, and following the Closing, RemainCo shall use commercially reasonable efforts to cooperate as requested by Purchaser in connection with any claim under the RWI Policy. Notwithstanding anything to the contrary in this Agreement,...
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. 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. 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. 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.
