Common use of RWI Policy Clause in Contracts

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). ▇▇▇▇▇ 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. Buyer agrees that except shall use reasonable best efforts to take all actions necessary to complete the conditions in (a) the case of Fraud by Seller and (b) in respect of the Company Specified Fundamental Representations (but only conditional binder 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 (other than the condition that the Closing has occurred) within the times set forth therein and notwithstanding any subsequent non-payment under shall maintain 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 in full force 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 amountseffect. The RWI Policy shall explicitly provide that that: (ai) the RWI Policy insurer(s) irrevocably waives and agrees not to pursue, directly or indirectly, any and all rights of subrogation, contribution and or any other rights that the RWI Policy insurer(s) might have against Seller, its Affiliates or its or and any of their respective equityholders and Representatives (collectively, the “Seller Parties”) in connection with this Agreement and the transactions contemplated herebyTransactions, other than in the case of Fraud by any such PersonSeller Party, and then only against such Seller Party to the extent of such Fraud by such PersonSeller Party; (ii) the RWI Policy provisions required by this Section 7.14 may not be amended, modified or waived in a manner adverse to any of the Seller Parties without Seller’s prior written consent, which consent may be withheld in Seller’s sole discretion; and (biii) Seller, its Affiliates and its and their Representatives the Seller Parties are third party beneficiaries of the foregoing waiver, and provisions set forth in this Section 7.14 regarding 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)RWI Policy. ▇▇▇▇▇▇ agrees and ▇▇▇▇▇ acknowledge that ▇▇▇▇▇ obtaining the RWI Policy is a material inducement to Seller entering into this Agreement and agreeing to consummate the Transactions, and Seller is relying on Buyer’s covenants and obligations set forth in this Section 7.14. Buyer shall provide a duly executed true and complete copy of the conditionally bound RWI Policy to Seller promptly following inception of the RWI Policy and shall provide a true and complete copy of the RWI Policy as soon as to Seller promptly following Closing. Buyer shall be solely responsible for all costs to procure, maintain and make claims under the RWI Policy, including all premiums, retentions, taxes, broker’s fees, expenses and costs of any nature whatsoever. Seller shall reasonably practicable following cooperate with reasonable requests from Buyer and its inception, and in any event within five (5) Business Days after Representatives with respect to ▇▇▇▇▇’s procurement of the date hereofRWI Policy.

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) Insurer shall irrevocably waives waive and agrees not to pursue, directly or indirectly, any and all rights claims against Seller or any of its Affiliates (by way of subrogation, claim for 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 herebyotherwise), other than in the case of Fraud by any such Person, Person and then only to the extent of such Fraud by such Person; (the “Subrogation Waiver Provision”), and (b) Seller, Seller and its Affiliates and its and their Representatives are third shall be express third-party beneficiaries of the foregoing waiver, Subrogation Waiver Provision. Buyer shall not (and the foregoing waiver may shall cause its Subsidiaries and its Affiliates not be amended by any party to) amend or modify in any manner adverse to Sellerrespect, its Affiliates or any otherwise novate, assign, waive or terminate, the provisions in clauses (a) and (b) of its or their Representatives the immediately preceding sentence without Seller’s the prior written consent (of Seller, which consent shall be in the Seller’s sole discretion. Buyer and absolute discretion of Seller). ▇▇▇▇▇ agrees to provide a duly executed copy Seller shall each bear 50% of the RWI Policy as soon as reasonably practicable following its inceptionCosts. Seller shall, and shall cause its Representatives to, use good faith efforts to reasonably cooperate with the Buyer Indemnified Parties in connection with any event within five claim made by such Persons under the RWI Policy. For the avoidance of doubt, nothing in this Section 6.9 nor any other terms, conditions, limitations, provisions and restrictions (5including time for asserting claims) Business Days after set forth in this Agreement shall limit (nor are they intended to modify, restrict, limit or otherwise adversely affect) the date hereofrights of any Buyer Indemnified Party under the RWI Policy (except as expressly set forth in this Section 6.9 with respect to the Subrogation Waiver Provision). Notwithstanding anything to the contrary in this Agreement, neither Seller, its Affiliates nor any of their respective Representatives shall be entitled to any insurance proceeds from coverage under the RWI Policy.

RWI Policy. Buyer agrees that except in (a) Purchaser has entered into a binder agreement with the case of Fraud by Seller and (b) in RWI Provider with respect to the RWI Policy covering certain 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 Sellers contained in ‎Article III VI. The Parties agree that the representations and warranties of the Sellers contained in ‎Article VI are made on the grounds (Geschäftsgrundlage) that (i) they solely serve for risk allocation purposes in accordance with the rights and remedies of the Purchaser for any incorrectness of representations and warranties of a representation of the Sellers contained in ‎Article V and ‎Article IVVI (other than the Sellers’ Fundamental Representations and Parent Fundamental Representations), shall be under and (ii) for the purpose of giving these representations, neither the Sellers nor any of Seller’s Representatives has independently examined or verified the underlying facts, matters, circumstances or statements made in these representations or Seller’s Disclosure Schedule as prepared by Parent Group. (b) True and complete copies of the binder agreement with the RWI Policy, regardless of whether or not the matter is covered by Provider and the RWI Policy and notwithstanding any subsequent non-payment under have been made available to the RWI Policy or any vitiation or expiry or termination Sellers. Purchaser guarantees to the Sellers that the provisions of the RWI Policy or insolvency of include terms to the underwriters of effect that the RWI Policy or for Provider waives 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, right of subrogation against 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 except in case of deceit (arglistige Täuschung) or willful misconduct (Vorsatz) by the Sellers. The RWI Policy is or will be agreed on a non-recourse basis and, therefore, Purchaser shall ensure that under the RWI Policy and under applicable Law the RWI Provider shall only be able to raise claims against Seller in the event of any payments by the RWI Provider to Purchaser in connection with the RWI Policy in case of Fraud a deceit (arglistige Täuschung) or willful misconduct (Vorsatz) by Seller. (c) Purchaser and its Affiliates will not, directly or indirectly, (i) terminate, cancel, amend, waive or modify the RWI Policy in a manner adverse to the Sellers during its policy term, or (ii) assign or to be obliged to assign any such Personclaim Purchaser might have against Seller to the RWI Provider, in each case without prior written consent of the Sellers. Purchaser and its Affiliates shall refrain from any actions or omissions that could adversely affect Purchaser’s coverage position under, or the continuation of, the RWI Policy. (d) The cost of the premiums, together with all Taxes and application, underwriting or similar fees or expenses, in connection with the RWI Policy shall be paid 100% by Purchaser. (e) To the extent legally permissible, Purchaser hereby bindingly waives (i) any and all claims against the Sellers in respect of and in connection with breaches of representations and warranties made by the Sellers under ‎Article V and ‎Article VI, in each case save for any claims of Purchaser arising in case of deceit (arglistige Täuschung) or willful misconduct (Vorsatz) by Seller, and then only provided that this shall not affect Purchaser’s claims vis-à-vis the RWI Provider. (f) Save for any claims of Purchaser arising in case of deceit (arglistige Täuschung) or willful misconduct (Vorsatz) by the Sellers, it is expressively agreed between the Parties and acknowledged by Purchaser that even in the event that the RWI Policy should actually not have been validly concluded or the RWI Provider is not willing to grant coverage or rejects payment for all or specific claims in respect of breaches of representations and warranties made by the Sellers under ‎Article V and ‎Article VI, or claims can for any other reason not be enforced or collected under the RWI Policy, this shall have no impact on the exclusion or limitations of liability provided for in this Agreement and any event leading to the extent RWI Provider not being willing or able to pay shall not be considered as a reason for rescission or a cessation of the basis of such Fraud by such Person; and limitations (bWegfall der Geschäftsgrundlage) Seller, its Affiliates and its and their Representatives are third party beneficiaries of the foregoing waiveror for any other claim. Purchaser expressly acknowledges, and the foregoing waiver may not be amended by Parties agree, that the risk to successfully claim and/or recover from the RWI Provider any party losses of Purchaser under or in connection with the Transaction Documents and the transactions contemplated thereunder shall solely and irrevocably rest with Purchaser. (g) From the date of this Agreement until the Closing, the Sellers shall use reasonable efforts to fully cooperate with Purchaser and its Representatives in connection with Purchaser’s efforts to remove any manner adverse “exclusions” under the RWI Policy based on incomplete information provided to Seller, its Affiliates or any the RWI Provider as of its or their Representatives without Seller’s prior written consent (which consent shall be in the sole and absolute discretion of Seller). ▇▇▇▇▇ agrees to provide a duly executed copy date of the RWI Policy as soon as Policy. Such cooperation shall include, without limitation, providing access to and participation in due diligence sessions, reconsenting fully and accurately to information and document requests, making relevant personnel reasonably practicable following its inceptionavailable for interviews and meeting (including with the underwriters and their advisors), and in any event within five (5) Business Days after executing and delivering such customary authorizations, certificates, or consents as may be required by the date hereofunderwriters of such insurance.

RWI Policy. On the date of this Agreement, Buyer agrees shall deliver to Seller evidence of the purchase by B▇▇▇▇ of a buyer-side representation and warranty insurance policy (the “RWI Policy”) naming Buyer as an insured party thereunder, together with evidence of the payment of the premium for such RWI Policy, and all other fees, taxes and other payments payable in connection therewith (all of which, for the avoidance of doubt, shall be the responsibility of Buyer). The RWI Policy shall provide that except in (a) no Person has a right to seek subrogation, indemnity or contribution from, and will not pursue any claim against, Seller or any Affiliate of Seller, and, in the case event the insurer thereunder attempts to so subrogate or pursue any such claim, Buyer shall exercise its rights under the RWI Policy to disallow such subrogation or claim (the “Subrogation Waiver”), except, in each case, to the limited extent they could have liability in respect of Fraud by Seller and (b) Seller is a third party beneficiary of such Subrogation Waiver. From and after the Closing, Buyer shall not (and shall cause its Subsidiaries and Affiliates not to) amend or terminate the RWI Policy in any manner adverse to Seller and/or any of its Affiliates (including with respect of the Company Specified Fundamental Representations (but only to the extent provided in Section ‎10.3), Buyer’s sole right Subrogation Waiver or the exclusion provisions 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 ). The cost of whether or not the matter is covered by the RWI Policy premium and notwithstanding any subsequent non-payment under fees associated therewith shall be covered by Buyer; provided, that Seller shall reimburse Buyer for the RWI Policy or any vitiation or expiry or termination lesser of fifty percent (50%) of the cost 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 One Million U.S. Dollars (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$1,000,000). ▇▇▇▇▇ 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. The representation and warranty policy (the “RWI Policy”) obtained by Buyer agrees that except 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 case of Fraud by Seller insurer thereunder expressly waiving, 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 agreeing not to pursue, directly or indirectly, any and all subrogation rights of subrogation, contribution and against the Target Companies or Seller with respect to 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 claim made by any such Personinsured thereunder, and then only to the extent except in cases of such Fraud by such Person; Fraud, and (b) Seller, 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 its and their Representatives are third party beneficiaries of in the foregoing waiverform attached hereto as Exhibit A, and the foregoing waiver may shall not be amended by any party and/or modified in any a manner adverse to the Seller unless approved in writing by the Seller. Seller shall be responsible for paying the premiums, its Affiliates 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 its claims or their Representatives without Seller’s prior written consent (which consent shall be in losses, or to the sole and absolute discretion extent the issuer or underwriter of Seller). ▇▇▇▇▇ agrees to provide a duly executed copy 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 as soon as reasonably practicable following its inceptionhad such policy been obtained, and in any event within five (5) Business Days after been maintained, or not been cancelled, or coverage for such Losses had not been denied by the date hereofinsurer.

RWI Policy. Without limiting the generality of Section 8.1, each Buyer Party hereby acknowledges and agrees that except in if a RWI Policy is obtained by Parent or its applicable Affiliate (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 such RWI Policy is sufficient to cover the applicable Losses), recovery under such RWI Policy shall be the sole and notwithstanding exclusive remedy of such Buyer Party and its Affiliates (including, from and after the US/NL Closing, the Target Companies) and Buyer Related Parties, in Law, equity or otherwise, arising out of, or related to any subsequent non-payment inaccuracy or breach of any representation or warranty of Omega or the Direct Sellers contained in this Agreement or in the officer’s certificate delivered to Parent pursuant to Section 6.2(d), and each Buyer Party, its Affiliates (including from and after the US/NL Closing, the Target Companies), the Buyer Related Parties and the insurers under the RWI Policy or shall have no recourse against any vitiation or expiry or termination Omega Related Party with respect thereto, other than in the case of the RWI Policy or insolvency of the underwriters of the RWI Policy or for any other reason whatsoeverFraud. Buyer acknowledges All costs 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 expenses related to such amounts. The RWI Policy shall explicitly provide be borne by Parent or its applicable Affiliate. Parent agrees that (a) the Parent shall cause such RWI Policy insurer(sto expressly provide that (i) irrevocably waives the applicable insurers under such RWI Policy shall expressly waive (and agrees not Parent shall cause the applicable insurers to pursue, directly or indirectly, waive) any and all rights of subrogation, claim for contribution and any other rights or otherwise against the RWI Policy insurer(s) might have against Seller, its Affiliates or its or their Representatives Omega Related Parties in connection with this Agreement and the transactions contemplated herebyTransaction, other than in (ii) 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 Omega Related Parties shall be express third-party beneficiaries of the foregoing such waiver, and (iii) at all times after the foregoing waiver may US/NL Closing, Parent shall not be amended by any party amend such RWI Policy in any a manner that is adverse to Seller, its Affiliates or any of its or their Representatives the Omega Companies without Seller’s the prior written consent (which consent shall be in of Omega. Each Buyer Party acknowledges and agrees that the sole obtaining or effectiveness of any RWI Policy is not a condition to either the US/NL Closing or the JV Holdco Closing, and absolute discretion of Seller). ▇▇▇▇▇ agrees reaffirms its obligation to provide a duly executed copy consummate the Transactions irrespective and independently of the availability or effectiveness of any RWI Policy as soon as reasonably practicable following its inceptionPolicy, subject to only the satisfaction or waiver of the conditions to the US/NL Closing set forth in Section 6.1 and Section 6.2, and the satisfaction or waiver of the conditions to the JV Holdco Closing set forth in any event within five (5) Business Days after the date hereofSection 6.1 and Section 6.4.

RWI Policy. Buyer agrees that except Except in (a) the case of Fraud Fraud, ▇▇▇▇▇ acknowledges and agrees that the RWI Policy to be obtained by Seller and (b) in respect of the Company Specified Fundamental Representations (but only to the extent provided in Section ‎10.3), Buyer at Buyer’s sole right of recovery cost (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 such RWI Policy is actually obtained or is sufficient to cover the applicable Damages) shall be the sole and notwithstanding exclusive remedy of Buyer, Parent, and their respective Affiliates (including, from and after the Closing, the Surviving Company) and the Buyer Related Parties, in law, equity or otherwise, arising out of, or related to any subsequent non-payment inaccuracy or breach of any representation or warranty of the Sellers or the Company contained in this Agreement or in any certificates delivered with respect thereto, and Buyer, Parent, and their respective Affiliates (including, from and after the Closing, the Surviving Company), the Buyer Related Parties and the insurers under the RWI Policy shall have no recourse against any Seller 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 premiumSeller Related Party with respect thereto, 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 except 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). ▇▇▇▇▇ agrees to provide a duly executed copy of that it shall cause the RWI Policy as soon as reasonably practicable following to expressly exclude rights of subrogation, contribution, assignments and other rights of recovery against the Sellers and the other Seller Related Parties except in the case of Fraud (the “Subrogation Waiver”). The |US-DOCS\159043691.20|| Subrogation Waiver shall not be amended, restated, supplemented, modified or altered, or any terms thereof waived without the prior written consent of the Sellers’ Representative (which such consent shall be in Sellers’ Representative’s sole and absolute discretion). The failure of Buyers to obtain the RWI Policy shall not release Buyer of any of its inceptionobligations pursuant to this Agreement, and in any event within five (5) Business Days after including its obligation to consummate the date hereofTransaction.

RWI Policy. Buyer agrees that except in (a) the case of Fraud by Seller Purchaser shall obtain a conditionally bound representations and (b) warranty insurance policy 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 contained 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 this Agreement 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 certificate delivered in connection with this Agreement (the “RWI Policy”) and use reasonable best efforts to ensure that the transactions contemplated herebyconditions 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 by 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 then only 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 of such Fraud by such Person; and (b) Seller, its Affiliates and its and their Representatives are third party beneficiaries within the control of the foregoing waiverCompany), in order to assist Purchaser in obtaining and maintaining the RWI Policy, and following the foregoing waiver may not be amended Closing, RemainCo shall use commercially reasonable efforts to cooperate as requested by Purchaser in connection with any party claim under the RWI Policy. Notwithstanding anything to the contrary in this Agreement, neither RemainCo nor any manner adverse to Seller, its Affiliates or Stockholder nor any of its their respective Affiliates nor any of their respective past, present or their Representatives future Agents shall be entitled to any proceeds from the RWI Policy without Seller’s the prior written consent (which consent shall be in the sole and absolute discretion of Seller)Purchaser. ▇▇▇▇▇ agrees to provide a duly executed copy of the RWI Policy as soon as reasonably practicable following its inception, and in any event within Within five (5) Business Days after the date hereofClosing Date, RemainCo shall deliver or cause to be delivered to Purchaser (or its designee) a true and correct copy of the contents of the Data Room on a USB drive or other means reasonably acceptable to Purchaser.

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). ▇B▇▇▇▇ 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. Buyer agrees has delivered to Seller Representative evidence that except in Buyer has obtained (a) the case of Fraud by Seller i.e., bound and (b) in respect incepted as of the Company Specified Fundamental Representations (but only date hereof) at its sole expense a conditional binder from the insurance company identified therein committing to issue, and Buyer shall cause to be in effect at the extent provided in Section ‎10.3)Closing, Buyera representation and warranty insurance policy covering the representations and warranties given by Sellers under this Agreement, the Company’s sole right of recovery Tax liabilities for the Pre-Closing Tax Period, and the other matters (if any) in respect of any representations and warranties of covered by such policy (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 ”). Buyer shall cause the RWI Policy to include a provision whereby the insurer expressly waives, 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 subrogation rights against any Seller or any Affiliate thereof, or any current or former equityholders, directors, managers, officers or employees of subrogationany of the foregoing with respect to any claim made by any insured thereunder, contribution and which waiver any other rights Seller may enforce directly against the insurer of 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 herebyPolicy, other than in the case event of Fraud committed by a Seller in the making of the representations set forth in ARTICLE 3 or ARTICLE 4. Buyer shall not waive, amend, modify or otherwise revise this subrogation provision under the RWI Policy, or allow such provision to be waived, amended, modified or otherwise revised by any such Personother Person without the consent of Sellers. Buyer shall be solely responsible for all fees, expenses or other obligations in connection with the RWI Policy. Buyer shall (a) comply with and then only to maintain the extent of such Fraud by such Person; RWI Policy in full force and effect, (b) Sellerpay when due all premiums, fees, costs and Taxes payable thereunder and (c) take all reasonable actions within its control to satisfy on a timely basis all conditions necessary for the issuance of or continuance of coverage under the RWI Policy. Buyer and its Affiliates shall not knowingly take actions that would cause such policy to be (x) amended or waived in a manner that would have a negative and its and their Representatives are third party beneficiaries of adverse impact on Sellers without 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 of Sellers or (which consent shall be in the sole and absolute discretion of Seller). ▇▇▇▇▇ 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 (5y) Business Days after the date hereofterminated or cancelled.

RWI Policy. Buyer agrees that except in (a) Following 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)Closing, Buyer’s right to assert claims under the RWI Policy shall be the Buyer Indemnified Parties’ sole right and exclusive remedy for any Covered Losses arising from any breach or inaccuracy of recovery (if any) in respect of any the representations and warranties contained in Article III or Article IV of this Agreement (other than the Seller Fundamental Representations and Amundi Parent the Tax Representations), and no Seller Party shall have any liability therefor; provided, however, that nothing set forth in ‎Article III and ‎Article IV, this Article X shall be preclude or limit Buyer’s or its Affiliates’ ability to file claims under the RWI Policy; and provided, regardless further that the Buyer Indemnified Parties shall be entitled to recover directly from Seller those Covered Losses arising out of whether any breach or not inaccuracy of the matter is covered by Seller Fundamental Representations or the RWI Policy and notwithstanding any subsequent non-payment 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 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 whatsoeverPolicy. Buyer acknowledges and agrees that it the Buyer Indemnified Parties shall be fully liable responsible for all retention amounts under the RWI Policy. Subject to any premium, retention amount thereunder, and the other costs terms and conditions thereunder, the Buyer Indemnified Party shall use reasonable best efforts to seek to obtain payment under the RWI Policy andwith respect to any breach or inaccuracy of the Fundamental Representations and the Tax Representations, accordinglyand 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 liable for any such amounts. The RWI Policy subject to the limitation contained in this Section 10.02 and shall explicitly provide that (a) be fully recoverable by 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 PersonBuyer Indemnified Parties pursuant to, and then only subject to the extent of such Fraud by such Person; and (b) Sellerterms of, 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). ▇▇▇▇▇ 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 hereofSection 10.03.

RWI Policy. Buyer agrees that except shall use reasonable best efforts to take all actions necessary to complete the conditions in (a) the case of Fraud by Seller and (b) in respect of the Company Specified Fundamental Representations (but only conditional binder 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 (other than the condition that the Closing has occurred) within the times set forth therein and notwithstanding any subsequent non-payment under shall maintain 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 in full force 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 amountseffect. The RWI Policy shall explicitly provide that that: (ai) the RWI Policy insurer(s) irrevocably waives and agrees not to pursue, directly or indirectly, any and all rights of subrogation, contribution and or any other rights that the RWI Policy insurer(s) might have against Seller, its Affiliates or its or and any of their respective equityholders and Representatives (collectively, the “Seller Parties”) in connection with this Agreement and the transactions contemplated herebyTransactions, other than in the case of Fraud by any such PersonSeller Party, and then only against such Seller Party to the extent of such Fraud by such PersonSeller Party; (ii) the RWI Policy provisions required by this Section 7.14 may not be amended, modified or waived in a manner adverse to any of the Seller Parties without Seller’s prior written consent, which consent may be withheld in Seller’s sole discretion; and (biii) Seller, its Affiliates and its and their Representatives the Seller Parties are third party beneficiaries of the foregoing waiver, and provisions set forth in this Section 7.14 regarding 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)RWI Policy. S▇▇▇▇▇ agrees and B▇▇▇▇ acknowledge that B▇▇▇▇ obtaining the RWI Policy is a material inducement to Seller entering into this Agreement and agreeing to consummate the Transactions, and Seller is relying on Buyer’s covenants and obligations set forth in this Section 7.14. Buyer shall provide a duly executed true and complete copy of the conditionally bound RWI Policy to Seller promptly following inception of the RWI Policy and shall provide a true and complete copy of the RWI Policy as soon as to Seller promptly following Closing. Buyer shall be solely responsible for all costs to procure, maintain and make claims under the RWI Policy, including all premiums, retentions, taxes, broker’s fees, expenses and costs of any nature whatsoever. Seller shall reasonably practicable following cooperate with reasonable requests from Buyer and its inception, and in any event within five (5) Business Days after Representatives with respect to B▇▇▇▇’s procurement of the date hereofRWI Policy.

RWI Policy. Buyer agrees that except in (a) In the case event of Fraud by Seller a claim for indemnification pursuant to Section 12.3(a)(i) for a breach or inaccuracy of any Fundamental Representation or Section 12.3(a)(iii) (or with respect to any claim that could be made under either such section), (i) each of Buyer and Sangoma shall recover, or cause the appropriate Buyer Indemnified Party to recover, any Damages first from the Indemnification Holdback Amount and then directly from the Sellers on a several (band not joint) in respect basis up to the amount of 50% of the Company Specified Fundamental Representations (but then-remaining Retention only to the extent provided in Section ‎10.3)necessary to fully satisfy the Retention, 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 (ii) each of whether Buyer and Sangoma shall make, or cause the appropriate Buyer Indemnified Party to make, a claim for the full amount of such Damages under the RWI Policy and shall use commercially reasonable efforts to recover, and to cause the appropriate Buyer Indemnified Party to recover, for such claims under the RWI Policy to the fullest extent covered thereby (which efforts, for clarity, include reasonably pursuing coverage pursuant to the notice and reporting procedures of the RWI Policy, but expressly excludes any obligation to pursue coverage through litigation or arbitration), and (iii) to the extent that any amounts of Damages have not the matter is been covered by the RWI Policy and notwithstanding following the use of such commercially reasonable efforts (but without any subsequent non-payment under obligation to pursue coverage through litigation or arbitration), Buyer or 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. appropriate 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 Indemnified Party may recover any such amounts. The RWI Policy shall explicitly provide that remaining Damages from the Sellers on a several (aand not joint) basis. (b) In the RWI Policy insurer(s) irrevocably waives and agrees not event of a claim for indemnification pursuant 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 herebySection 12.3(a)(i), other than for a breach or inaccuracy of any Fundamental Representation or in the case of Fraud Fraud, the Buyer Indemnified Parties’ sole and exclusive recourse and source of recovery for Damages in excess of the Sellers’ Deductible shall be from the Indemnification Holdback Amount (to the extent any of the Indemnification Holdback Amount remains held back by any such Person, and then Buyer in accordance with this Agreement) in an amount equal to 50% of the Retention only to the extent of such Fraud by such Person; necessary to fully satisfy the Retention 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). ▇▇▇▇▇ agrees to provide a duly executed copy of from the RWI Policy as soon as reasonably practicable following its inception, and in any event within five (5) Business Days after the date hereofPolicy.

RWI Policy. Buyer agrees that except in (a) Buyer has obtained and bound the case RWI Policy, a copy of Fraud by Seller which is attached hereto as Exhibit A. The Parties acknowledge and agree that the Company has had a chance to review such policy and the costs associated with the issuance of such policy, including the total premium, underwriting costs, brokerage commission, and other fees and expenses of such policy. The Parties agree that the RWI Policy shall contain a waiver of subrogation such that the RWI Policy insurer waives all rights of subrogation against the Company and its Affiliates in connection with any claims brought in connection with this Agreement. (b) Notwithstanding anything to the contrary in respect this Agreement, the Company Stockholders shall bear the cost of the Company Specified Fundamental Representations (but only i) RWI Underwriting Fee Amount, (ii) RWI Broker Fee Amount, and (iii) 50% of the RWI Premium Amount, which amounts shall be withheld from the calculation of the Equity Value payable to the extent provided in Section ‎10.3), Company Stockholders and paid by Buyer to the RWI Policy insurer and Buyer’s sole right of recovery insurance broker (if any) in respect of any representations as applicable to obtain and warranties cause the RWI Policy to become effective). Buyer shall bear the cost of the Seller and Amundi Parent set forth remaining 50% of the RWI Premium Amount. (c) Notwithstanding anything to the contrary in ‎Article III and ‎Article IVthis Agreement, no limitations, qualifications or procedures in this Agreement shall be deemed to limit or modify the ability of Buyer to make claims under or recover 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). ▇▇▇▇▇ 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. Buyer agrees that except in (a) Purchaser has entered into a binder agreement with the case of Fraud by Seller and (b) in RWI Provider with respect to the RWI Policy covering certain 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 Seller contained in Article V and Article VI. The Parties agree that the representations and warranties of Seller contained in Article V and Article VI are made on the grounds (Geschäftsgrundlage) that (i) they solely serve for risk allocation purposes in accordance with the rights and remedies of the Purchaser for any incorrectness of representations and warranties of a representation of Seller contained in Article V and Article VI (other than the Seller Fundamental Representations), and Amundi Parent set forth (ii) for the purpose of giving these representations in ‎Article III and ‎Article IVArticle VI only, shall be under Seller may not have had first-hand knowledge with respect to the RWI Policy, regardless subject matters of whether or not the matter is covered by these representations and neither Seller nor any of Seller’s Representatives has independently examined or verified the RWI Policy underlying facts, matters, circumstances or statements made in these representations or ▇▇▇▇▇▇’s Disclosure Schedule as prepared by Parent Group and notwithstanding any subsequent non-payment under its Representatives, but rather had to rely on documentation and information made available by the RWI Policy or any vitiation or expiry or termination Representatives of the Parent Group. (b) Purchaser guarantees to Seller that the provisions of the RWI Policy or insolvency of include terms to the underwriters of effect (i) that the RWI Policy or for Provider waives 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, right of subrogation against 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, except in case of deceit (arglistige Täuschung) or willful misconduct (Vorsatz) by Seller and (ii) the RWI Provider is aware that the Seller has not independently verified the information that is the basis for the representations and warranties made in this Agreement). The RWI Policy is or will be agreed on a non-recourse basis and, therefore, Purchaser shall ensure that under the RWI Policy and under applicable Law the RWI Provider shall only be able to raise claims against Seller in the event of any payments by the RWI Provider to Purchaser in connection with the RWI Policy in case of a deceit (arglistige Täuschung) or willful misconduct (Vorsatz) by Seller. (c) Purchaser and its Affiliates will not, directly or indirectly, (i) terminate, cancel, amend, waive or modify the RWI Policy in a manner adverse to Seller during its policy term, or (ii) assign or to be obliged to assign any claim Purchaser might have against Seller to the RWI Provider, in each case without prior written consent of Seller. Purchaser and its Affiliates shall refrain from any actions or omissions that could adversely affect Purchaser’s coverage position under, or the continuation of, the RWI Policy. (d) The cost of the premiums, together with all Taxes and application, underwriting or similar fees or expenses, in connection with the RWI Policy shall be paid 100% by Purchaser. (e) To the extent legally permissible, Purchaser hereby bindingly waives (i) any and all claims against Seller in respect of and in connection with breaches of representations and warranties made by Seller under Article V and Article VI (other than the Seller Fundamental Representations), in each case save for any claims of Purchaser arising in case of deceit (arglistige Täuschung) or willful misconduct (Vorsatz) by Seller, and provided that this shall not affect Purchaser’s claims vis-à-vis the RWI Provider. (f) Save for any claims of Purchaser arising in case of deceit (arglistige Täuschung) or willful misconduct (Vorsatz) by Seller, it is expressively agreed between the Parties and acknowledged by Purchaser that even in the case event that the RWI Policy should actually not have been validly concluded or the RWI Provider is not willing to grant coverage or rejects payment for all or specific claims in respect of Fraud breaches of representations and warranties made by Seller under Article V and Article VI, or claims can for any such Personother reason not be enforced or collected under the RWI Policy, this shall have no impact on the exclusion or limitations of liability provided for in this Agreement and then only any event leading to the extent RWI Provider not being willing or able to pay shall not be considered as a reason for rescission or a cessation of the basis of such Fraud by such Person; and limitations (bWegfall der Geschäftsgrundlage) Seller, its Affiliates and its and their Representatives are third party beneficiaries of the foregoing waiveror for any other claim. Purchaser expressly acknowledges, and the foregoing waiver may not be amended by any party in any manner adverse Parties agree, that the risk 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). ▇▇▇▇▇ agrees to provide a duly executed copy of successfully claim and/or recover from the RWI Policy as soon as reasonably practicable following its inception, Provider any losses of Purchaser under or in connection with the Transaction Documents and in any event within five (5) Business Days after the date hereoftransactions contemplated thereunder shall solely and irrevocably rest with Purchaser.

RWI Policy. Buyer agrees that except in (a) Purchaser has entered into a binder agreement with the case of Fraud by Seller and (b) in RWI Provider with respect to the RWI Policy covering certain 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 Seller contained in Article V and Article VI. The Parties agree that the representations and warranties of Seller contained in Article V and Article VI are made on the grounds (Geschäftsgrundlage) that (i) they solely serve for risk allocation purposes in accordance with the rights and remedies of the Purchaser for any incorrectness of representations and warranties of a representation of Seller contained in Article V and Article VI (other than the Seller Fundamental Representations), and Amundi (ii) for the purpose of giving these representations in Article VI only, Seller may not have had first-hand knowledge with respect to the subject matters of covered by these representations and neither Seller nor any of Seller’s Representatives has independently examined or verified the underlying facts, matters, circumstances or statements made in these representations or Seller’s Disclosure Schedule as prepared by Parent set forth in ‎Article III Group and ‎Article IVits Representatives, shall be under but rather had to rely on documentation and information made available by the Representatives of the Parent Group. (b) True and complete copies of the binder agreement with the RWI Policy, regardless of whether or not the matter is covered by Provider and the RWI Policy and notwithstanding any subsequent non-payment under have been made available to Seller. Purchaser guarantees to Seller that the RWI Policy or any vitiation or expiry or termination provisions of the RWI Policy or insolvency of include terms to the underwriters of effect that the RWI Policy or for Provider waives 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, right of subrogation against 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, except in case of deceit (arglistige Täuschung) or willful misconduct (Vorsatz) by Seller. The RWI Policy is or will be agreed on a non-recourse basis and, therefore, Purchaser shall ensure that under the RWI Policy and under applicable Law the RWI Provider shall only be able to raise claims against Seller in the event of any payments by the RWI Provider to Purchaser in connection with the RWI Policy in case of a deceit (arglistige Täuschung) or willful misconduct (Vorsatz) by Seller. (c) Purchaser and its Affiliates will not, directly or indirectly, (i) terminate, cancel, amend, waive or modify the RWI Policy in a manner adverse to Seller during its policy term, or (ii) assign or to be obliged to assign any claim Purchaser might have against Seller to the RWI Provider, in each case without prior written consent of Seller. Purchaser and its Affiliates shall refrain from any actions or omissions that could adversely affect Purchaser’s coverage position under, or the continuation of, the RWI Policy. (d) The cost of the premiums, together with all Taxes and application, underwriting or similar fees or expenses, in connection with the RWI Policy shall be paid 100% by Purchaser. (e) To the extent legally permissible, Purchaser hereby bindingly waives (i) any and all claims against Seller in respect of and in connection with breaches of representations and warranties made by Seller under Article V and Article VI (other than the Seller Fundamental Representations), in each case save for any claims of Purchaser arising in case of deceit (arglistige Täuschung) or willful misconduct (Vorsatz) by Seller, and provided that this shall not affect Purchaser’s claims vis-à-vis the RWI Provider. (f) Save for any claims of Purchaser arising in case of deceit (arglistige Täuschung) or willful misconduct (Vorsatz) by Seller, it is expressively agreed between the Parties and acknowledged by Purchaser that even in the case event that the RWI Policy should actually not have been validly concluded or the RWI Provider is not willing to grant coverage or rejects payment for all or specific claims in respect of Fraud breaches of representations and warranties made by Seller under Article V and Article VI, or claims can for any such Personother reason not be enforced or collected under the RWI Policy, this shall have no impact on the exclusion or limitations of liability provided for in this Agreement and then only any event leading to the extent RWI Provider not being willing or able to pay shall not be considered as a reason for rescission or a cessation of the basis of such Fraud by such Person; and limitations (bWegfall der Geschäftsgrundlage) Seller, its Affiliates and its and their Representatives are third party beneficiaries of the foregoing waiveror for any other claim. Purchaser expressly acknowledges, and the foregoing waiver may not be amended by Parties agree, that the risk to successfully claim and/or recover from the RWI Provider any party losses of Purchaser under or in connection with the Transaction Documents and the transactions contemplated thereunder shall solely and irrevocably rest with Purchaser. (g) From the date of this Agreement until the Closing, Seller shall use reasonable efforts to fully cooperate with Purchaser and its Representatives in connection with Purchaser’s efforts to remove any manner adverse “exclusions” under the RWI Policy based on incomplete information provided to Seller, its Affiliates or any the RWI Provider as of its or their Representatives without Seller’s prior written consent (which consent shall be in the sole and absolute discretion of Seller). ▇▇▇▇▇ agrees to provide a duly executed copy date of the RWI Policy as soon as Policy. Such cooperation shall include, without limitation, providing access to and participation in due diligence sessions, reconsenting fully and accurately to information and document requests, making relevant personnel reasonably practicable following its inceptionavailable for interviews and meeting (including with the underwriters and their advisors), and in any event within five (5) Business Days after executing and delivering such customary authorizations, certificates, or consents as may be required by the date hereofunderwriters of such insurance.

RWI Policy. Buyer agrees that except in (a) The Buyer has executed a conditional binder agreement (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“Binder Agreement”), Buyer’s sole right of recovery attached as Exhibit F, with respect to a buyer-side representation and warranty insurance policy in connection with this Agreement and the transactions contemplated herein (if any) in respect of any representations the “RWI Policy”), which the Buyer has provided the Sellers’ Representative with a reasonable opportunity to review and warranties of the Seller and Amundi Parent set forth in ‎Article III and ‎Article IV, provide reasonable comments to. The Buyer shall be under cause the RWI Policy, regardless of whether or not the matter is covered by if obtained, to expressly provide that (i) each insurer issuing the RWI Policy and notwithstanding has waived or otherwise shall not pursue any subsequent non-payment under the RWI Policy subrogation, contribution, or other recourse against any Seller, any Founder 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 premiumSeller Indemnified Party, 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 except in the case of Fraud by any (in which case, recourse may be pursued only against such PersonPerson and each Seller and Founder shall be severally, and then not jointly, liable only to the extent of such for Fraud committed by such Person; Seller or Founder, as the case may be) (the “Subrogation Waiver”), (ii) the Buyer shall have no obligation to pursue any claim against any Seller or Founder in connection with any Losses, and (biii) Sellereach of the Sellers, the Founders and the other Seller Indemnified Parties may rely upon and enforce the Subrogation Waiver as express third-party beneficiaries thereof. From and after the issuance of the RWI Policy, the Buyer shall not (and shall cause its Affiliates and its and their Representatives are third party beneficiaries of to not) amend, modify, or otherwise change, terminate, or waive the foregoing waiver, and Subrogation Waiver without 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 (of the Sellers’ Representative, which consent may be granted or withheld in its sole discretion. The Buyer shall be in provide the sole Sellers’ Representative with a true and absolute discretion of Seller). ▇▇▇▇▇ agrees to provide a duly executed complete copy of the final and issued RWI Policy as soon as reasonably practicable following its inceptionthe Closing. (b) The Buyer shall pay one hundred percent (100%) of the cost of obtaining the RWI Policy, including all premiums, surplus line taxes, premium taxes, underwriting fees, and any related brokers’ fees and commissions (the “RWI Policy Costs”). From and after Closing, the Buyer shall be responsible for the costs of maintaining the RWI Policy and for any associated deductible or retention amounts, and the RWI Policy shall not provide for any “seller retention” (as such phrase is commonly used in the representation and warranty insurance policy industry). The Sellers’ Representative shall deliver to the Buyer a true and correct copy of contents of the Data Room on a USB drive or other electronic means as soon as reasonably practical (and in any event within five (5) Business Days after Days) following the date hereofClosing. (c) Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, the Buyer acknowledges and agrees that obtaining the RWI Policy is not a condition for the Buyer to proceed to Closing, and the Buyer shall remain obligated, subject only to the satisfaction or waiver of the conditions set forth in Section 7.1 and Section 7.3, to consummate the transactions contemplated by this Agreement regardless of whether the RWI Policy becomes effective. The absence of coverage under the RWI Policy or the failure of the RWI Policy to be in full force and effect for any reason shall not expand, alter, amend, change, or otherwise affect the liability of any Seller, any Founder, or any other Seller Indemnified Party under this Agreement.