Warranty and Indemnity Insurance. 30.1 The Purchaser has obtained or will obtain, in terms of the Insurance Policy, warranty and indemnity insurance in respect of any Purchaser Warranty and Indemnity Claims and the Parties will share the total cost of insurance under such Policy on the basis that the Purchaser on the one hand and Adumo on the other hand will bear an equal share of such costs, subject to an aggregate maximum amount in respect of Adumo's contribution of R1,897,950.
30.2 The Purchaser therefore agrees and acknowledges that, notwithstanding anything else to the contrary contained in this Agreement (but subject to the remaining provisions of this clause 30), neither the Purchaser nor Adumo shall have any claim against any of the Sellers in respect of any Purchaser Warranty and Indemnity Claims, it being agreed and understood that the recourse of the Purchaser or Adumo in respect of any Purchaser Warranty and Indemnity Claim will be solely against the third party underwriter(s) in terms of the Insurance Policy provided only that if the loss suffered by the Purchaser in respect of a Purchaser Warranty and Indemnity Claim in relation to a Sellers' Title Warranty and/or a Sellers' Capacity and Authority Warranty is greater than the amount that the Purchaser is entitled or able to recover in respect of such loss in terms of the Insurance Policy ("Policy Limit"), the Purchaser shall be entitled to institute a claim to recover the shortfall ("Shortfall") from the Sellers (as applicable), provided that:
30.2.1 the Purchaser will be obliged to pursue a claim under the Insurance Policy for any Purchaser Warranty and Indemnity Claim in relation to any of the Sellers' Title Warranties and/or Sellers' Capacity and Authority Warranties. Where the Purchaser Warranty and Indemnity Claim in relation to a Sellers' Title Warranty and/or a Sellers' Capacity and Authority Warranty exceeds the Policy Limit, the Purchaser, in its sole discretion, shall also be entitled to institute a Purchaser Warranty and Indemnity Claim against the relevant Sellers for the Shortfall simultaneously with pursuing a claim under the Insurance Policy (and shall not be required to wait until its claim under the Insurance Policy is finally determined before instituting such Purchaser Warranty and Indemnity Claim against the Sellers). However, any damages claimable by the Purchaser from the Sellers in respect of such Purchaser Warranty and Indemnity Claim in relation to a Sellers' Title Warranty and/or a Sellers' Capacity ...
Warranty and Indemnity Insurance. 11.1 The Buyer shall not be required to take (or fail to take), or to procure that any Buyer Group Company takes (or fails to take), any action under paragraphs 5, 6, 8 or 9 that:
(a) is not permitted under either of the W&I Policies;
(b) contradicts the instructions, requests or rights of either of the W&I Insurers; or
(c) would or might vitiate either of the W&I Policies.
Warranty and Indemnity Insurance. The parties agree and acknowledge that:
(a) the Warrantors' aggregate liability for all Warranty Claims and Tax Covenant Claims (including liability for interest and costs in relation thereto) shall be limited in accordance with paragraph 2.1 of this Schedule which provides that the maximum liability of the Warrantors in respect of all Warranty Claims and Tax Covenant Claims shall not exceed [***] (the "Cap");
(b) should the losses of the Buyer in connection with a Warranty Claim or a Tax Covenant Claim be in excess of the Cap, the Buyer's sole recourse will be under the W&I Insurance Policy;
(c) the costs and expenses arising in relation to the W&I Insurance Policy (including underwriting fees and expenses, insurance premiums, insurance premium taxes and any other ancillary costs or expenses) (the "W&I Costs") [***]; and
(d) the Buyer shall not waive or agree to amend the provisions of the W&I Insurance Policy to the extent pursuant to which any insurer under the W&I Insurance Policy waives any rights of subrogation against the Warrantors or their Affiliates.
Warranty and Indemnity Insurance. The Buyers undertake to the Parent Seller, during the term of the W&I Policy:
(a) to maintain the W&I Policy in full force and effect;
(b) not to vary or amend the W&I Policy in a way which may be detrimental to the Parent Seller; and
(c) to procure that at all times the W&I Policy contains terms that, except in the case of fraud, fraudulent misrepresentation or wilful concealment on the part of the Parent Seller, the insurer irrevocably waives its rights to take subrogated action or to claim in contribution or to exercise any rights assigned to it against the Parent Seller.
Warranty and Indemnity Insurance. Notwithstanding any provision to the contrary in this Agreement:
13.15.1 the parties agree and acknowledge that, as at the date of this Agreement, the Purchaser has entered into or will (after this Agreement has been entered into but on the same date as this Agreement) enter into the W&I Policy, which contains a waiver from the W&I Insurer waiving its rights to take subrogated action or to exercise rights assigned to it against the Seller or its directors or officers in relation to any Claim, other than in the event of fraud or fraudulent misrepresentation by either the Seller or its directors or officers;
Warranty and Indemnity Insurance. Notwithstanding any provision to the contrary in this Agreement:
9.17.1 the parties acknowledge that, the Purchaser has secured a policy of insurance for the benefit of the Purchaser and/or the Purchaser’s Group (including, after Closing, the Group Companies) to cover Losses arising in respect of breaches of and claims under the Seller’s Warranties (the “Warranty and Indemnity Insurance”);
9.17.2 the Purchaser agrees and undertakes that the Warranty and Indemnity Insurance shall contain a waiver from the W&I Insurer waiving all its rights to take subrogated action or to exercise rights assigned to it against the Seller or its directors or officers in relation to any Claim, other than in the event of fraud, dishonest misconduct or fraudulent misrepresentation by either the Seller or its directors or officers, and then only to the extent that the Claim arises directly as a result of fraud, dishonest misconduct or fraudulent misrepresentation;
Warranty and Indemnity Insurance. 9.1 The parties acknowledge that the Buyer will have taken out insurance cover with New Hampshire Insurance Company by the Completion Date. It is acknowledged that the insurance premium will be £100,000 and the excess on the policy will be £100,000 (“Excess”).
9.2 The Warrantors and the Buyer hereby agree that they shall not do any deliberate or intentional act to render such insurance policy void or voidable.
9.3 The Buyer agrees to pay the sum of £40,000 by way of contribution to the premium for such insurance cover which shall be payable on Completion. In the event of a claim under such insurance cover the Buyer will pay the Excess.
9.4 The Warrantors and the Buyer shall each provide the other copies of any information which they have supplied to the insurer for the purposes of obtaining the insurance cover prior to Completion.
Warranty and Indemnity Insurance. Notwithstanding any provision to the contrary in this deed:
11.1 the parties acknowledge that, the Purchaser has secured a policy of insurance for the benefit of the Purchaser and/or the Purchaser’s Group (including, after Completion, the Group) to cover Losses arising in respect of breaches of and claims under the Warranties (the “Warranty and Indemnity Insurance”);
11.2 the Purchaser agrees and undertakes that the Warranty and Indemnity Insurance shall contain a waiver from the W&I Insurer waiving all its rights to take subrogated action or to exercise rights assigned to it against the Management Warrantors in relation to any Claim, other than in the event of fraud or dishonest misconduct by the Management Warrantors;
Warranty and Indemnity Insurance. The Sellers have disclosed to the Purchaser the existence and terms of any warranty and indemnity insurance cover (or similar protection) relating to the sale of the Shares.
Warranty and Indemnity Insurance. It is recorded that the Purchaser has obtained or will obtain, in terms of the Insurance Policy, warranty and indemnity insurance in respect of any Warranty and Indemnity Claims.
