Common use of RWI Policy Clause in Contracts

RWI Policy. Concurrently with the execution and delivery of this Agreement, Purchaser shall bind the RWI Policy. All costs related to the RWI Policy, including, without limitation, the premium, underwriting costs, broker commission, applicable Taxes, and any related fees (but excluding the retention) will be borne 50% by Purchaser and 50% by Seller. Purchaser shall use commercially reasonable efforts to meet the conditions as may be required by the RWI Insurer in connection with binding coverage under the terms of the RWI Policy on the date hereof and issuing the 85 final RWI Policy. Purchaser shall cause the RWI Policy to include a provision whereby the RWI Insurer expressly waives, releases, and agrees not to pursue, directly or indirectly, any rights, including rights of or via subrogation, assignment, or otherwise, against Seller or any of the other Purchaser Releasees or Seller Releasees with respect to any claim made thereunder (except in the case of, and only to the extent of, damages paid by the RWI Insurer under the RWI Policy resulting from Fraud, and in such case only against the party who has committed such Fraud) and not against any other Person. Seller shall be identified in the RWI Policy as express third-party beneficiaries of the foregoing provision with the right of enforcement. The foregoing waiver and release under the RWI Policy shall not be in any way amended, modified, supplemented, terminated, waived, or otherwise revised, and no amendment, modification, supplementation, termination, waiver or revision shall be effective, without the express written consent of Seller. Following the Closing, Seller shall use commercially reasonable efforts to cooperate as requested by Purchaser in connection with any claim under the RWI Policy. To the extent required by the RWI Policy and as requested by Purchaser, Seller shall deliver to Purchaser within ten (10) Business Days after the Closing, a flash drive (or other similar media) containing copies of all documents that were uploaded to the virtual data room used for by the Parties for the Transactions. [Signature page follows.]

RWI Policy. Concurrently with The representation and warranty policy (the execution and delivery of this Agreement, Purchaser shall bind the “RWI Policy. All costs related to the RWI Policy, including, without limitation, the premium, underwriting costs, broker commission, applicable Taxes, and any related fees (but excluding the retention”) will be borne 50% obtained by Purchaser and 50% by Seller. Purchaser shall use commercially reasonable efforts to meet the conditions as may be required by the RWI Insurer Buyer in connection with binding the transactions contemplated by this Agreement shall be for a coverage under amount of $30,500,000 and on customary terms and conditions (including, for the terms avoidance of doubt, (a) the RWI Policy on the date hereof and issuing the 85 final RWI Policy. Purchaser shall cause the RWI Policy to include a provision whereby the RWI Insurer insurer thereunder expressly waives, releaseswaiving, and agrees agreeing not to pursue, directly or indirectly, any rights, including subrogation rights of or via subrogation, assignment, or otherwise, against Seller or any of the other Purchaser Releasees Target Companies or Seller Releasees with respect to any claim made thereunder (by any insured thereunder, except in the case of, and only to the extent of, damages paid by the RWI Insurer under the RWI Policy resulting from cases of Fraud, and in such case only (b) the insurer thereunder expressly agreeing that Buyer and its Affiliates shall have no obligation to pursue any claim against the party who has committed such FraudTarget Companies or Seller in connection with any loss, liability or damage) and in the form attached hereto as Exhibit A, and shall not against any other Personbe amended and/or modified in a manner adverse to the Seller unless approved in writing by the Seller. Seller shall be identified in responsible for paying the premiums, commissions, fees and other costs and expenses of procuring and maintaining the RWI Policy as express third-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 beneficiaries to the extent Buyer does not obtain or cannot maintain the RWI Policy, or to the extent that the terms thereof do not provide coverage for any specific type or category of claims or losses, or to the foregoing provision with extent the right issuer or underwriter of enforcement. The foregoing waiver and release under 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 shall not be in any way amendedhad such policy been obtained, modified, supplemented, terminated, waivedbeen maintained, or otherwise revisednot been cancelled, and no amendment, modification, supplementation, termination, waiver or revision shall be effective, without the express written consent of Seller. Following the Closing, Seller shall use commercially reasonable efforts to cooperate as requested by Purchaser in connection with any claim under the RWI Policy. To the extent required coverage for such Losses had not been denied by the RWI Policy and as requested by Purchaser, Seller shall deliver to Purchaser within ten (10) Business Days after the Closing, a flash drive (or other similar media) containing copies of all documents that were uploaded to the virtual data room used for by the Parties for the Transactions. [Signature page followsinsurer.]

RWI Policy. Concurrently with Buyer has delivered to Seller Representative evidence that Buyer has obtained (i.e., bound and incepted as of the execution date hereof) at its sole expense a conditional binder from the insurance company identified therein committing to issue, and delivery of Buyer shall cause to be in effect at the Closing, a representation and warranty insurance policy covering the representations and warranties given by Sellers under this Agreement, Purchaser shall bind the Company’s Tax liabilities for the Pre-Closing Tax Period, and the other matters (if any) covered by such policy (the “RWI Policy”). All costs related to the RWI Policy, including, without limitation, the premium, underwriting costs, broker commission, applicable Taxes, and any related fees (but excluding the retention) will be borne 50% by Purchaser and 50% by Seller. Purchaser shall use commercially reasonable efforts to meet the conditions as may be required by the RWI Insurer in connection with binding coverage under the terms of the RWI Policy on the date hereof and issuing the 85 final RWI Policy. Purchaser Buyer shall cause the RWI Policy to include a provision whereby the RWI Insurer insurer expressly waives, releases, and irrevocably agrees not to pursue, directly or indirectly, any rights, including subrogation rights of or via subrogation, assignment, or otherwise, against any Seller or any Affiliate thereof, or any current or former equityholders, directors, managers, officers or employees of any of the other Purchaser Releasees or Seller Releasees foregoing with respect to any claim made thereunder (except by any insured thereunder, which waiver any Seller may enforce directly against the insurer of the RWI Policy, other than in the case ofevent of Fraud committed by a Seller in the making of the representations set forth in ARTICLE 3 or ARTICLE 4. Buyer shall not waive, and only to the extent ofamend, damages paid by the RWI Insurer modify or otherwise revise this subrogation provision under the RWI Policy resulting from FraudPolicy, and in or allow such case only against the party who has committed such Fraud) and not against provision to be waived, amended, modified or otherwise revised by any other PersonPerson without the consent of Sellers. Seller Buyer shall be identified solely responsible for all fees, expenses or other obligations in connection with the RWI Policy. Buyer shall (a) comply with and maintain the RWI Policy as express third-party beneficiaries in full force and effect, (b) pay 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 the foregoing provision with the right or continuance of enforcement. The foregoing waiver and release under the RWI Policy shall not be in any way amended, modified, supplemented, terminated, waived, or otherwise revised, and no amendment, modification, supplementation, termination, waiver or revision shall be effective, without the express written consent of Seller. Following the Closing, Seller shall use commercially reasonable efforts to cooperate as requested by Purchaser in connection with any claim coverage under the RWI Policy. To 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 adverse impact on Sellers without the extent required by the RWI Policy and as requested by Purchaser, Seller shall deliver to Purchaser within ten prior written consent of Sellers or (10y) Business Days after the Closing, a flash drive (terminated or other similar media) containing copies of all documents that were uploaded to the virtual data room used for by the Parties for the Transactions. [Signature page followscancelled.]

RWI Policy. Concurrently with Buyer and the execution and delivery of Sellers acknowledge that, as an essential inducement to the Sellers to enter into this Agreement, Purchaser prior to Closing, Buyer shall bind obtain (and Buyer and Sellers shall divide all RWI Policy Premium costs evenly) the RWI PolicyPolicy 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. All costs related The RWI Policy shall provide that 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 RWI PolicySellers and Buyer. The Sellers shall (and shall cause the Acquired Company Members to) provide, including, without limitation, the premium, underwriting costs, broker commission, applicable Taxes, 49 and any related fees (but excluding the retention) will be borne 50% by Purchaser and 50% by Seller. Purchaser shall use their commercially reasonable efforts to meet the conditions as may be required by cause their respective Representatives to provide, such reasonable cooperation and assistance to Buyer in obtaining the RWI Insurer 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 RWI Policy in connection with binding coverage under any manner that could reasonably be expected to adversely affect the terms Sellers or any Seller Indemnified Party without the prior written consent of the Sellers, (b) take any action or omit to take any action that would result in the cancellation or termination of the RWI Policy on or coverage thereunder (other than by payment of claims thereunder), or (c) permit the date hereof and issuing the 85 final RWI Policy. Purchaser shall cause the RWI Policy to include a provision whereby the RWI Insurer expressly waives, releases, and agrees not to pursue, directly or indirectly, any rights, including rights of or via subrogation, assignment, substitution or otherwise, against Seller or any transfer of the other Purchaser Releasees rights or Seller Releasees with respect to any claim made thereunder (except in obligations of the case of, and only to the extent of, damages paid by the RWI Insurer insurer under the RWI Policy resulting from Fraud, and in such case only against the party who has committed such Fraud) and not against any other Person. Seller shall be identified in the RWI Policy than as express third-party beneficiaries of the foregoing provision with the right of enforcement. The foregoing waiver and release under the RWI Policy shall not be in any way amended, modified, supplemented, terminated, waived, or otherwise revised, and no amendment, modification, supplementation, termination, waiver or revision shall be effective, without the express written consent of Seller. Following the Closing, Seller shall use commercially reasonable efforts to cooperate as requested by Purchaser in connection with any claim under the RWI Policy. To the extent required allowed by the RWI Policy and as requested by Purchaser, Seller shall deliver to Purchaser within ten (10) Business Days after the Closing, a flash drive (or other similar media) containing copies of all documents that were uploaded to the virtual data room used for by the Parties for the Transactions. [Signature page followsterms thereof.]