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). Bxxxx 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). Bxxxx 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. 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). Bxxxx 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 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). Bxxxx 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 and the Sellers acknowledge that, as an essential inducement to the Sellers to enter into this Agreement, prior to Closing, Buyer shall obtain (and Buyer and Sellers shall divide all RWI Policy Premium costs evenly) the RWI Policy with a liability limit of at least $17,200,000, which will include coverage of all representations and warranties contained in Section 3, subject to any exclusions contained therein and a waiver of subrogation against the Sellers, the Seller Indemnified Parties and their respective Affiliates and each of their respective Representatives, except and only in the case of Fraud, and then only with the right to subrogate against such Person committing Fraud. The RWI Policy shall provide that except each of the foregoing Persons shall be express third party beneficiaries of such anti-subrogation provision. The RWI Policy shall also contain such other customary terms and conditions that are reasonably satisfactory to the Sellers and Buyer. The Sellers shall (and shall cause the Acquired Company Members to) provide, 49 and use their commercially reasonable efforts to cause their respective Representatives to provide, such reasonable cooperation and assistance to Buyer in obtaining the RWI Policy as reasonably requested by Buyer. From and after the Original Agreement Date, Buyer and its Affiliates shall not (a) amend, repeal, waive, modify, terminate or otherwise revise the case RWI Policy in any manner that could reasonably be expected to adversely affect the Sellers or any Seller Indemnified Party without the prior written consent of Fraud by Seller and the Sellers, (b) take any action or omit to take any action that would result 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 cancellation or termination of the RWI Policy or insolvency coverage thereunder (other than by payment of claims thereunder), or (c) permit the assignment, substitution or transfer of the underwriters rights or obligations 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 insurer 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 as allowed by 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). Bxxxx 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 hereofterms thereof.

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. Bxxxx 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.