W&I Insurance. 14.1 It is agreed and acknowledged that, as at the date of this Agreement, the Purchaser entered into the W&I Policy, which contains: (i) a waiver from the W&I Insurer waiving all its rights (or an express statement that it has no such rights) to take subrogated action or to exercise rights assigned to it against any member of the Seller Group or their Agents in relation to any claim for breach of the Warranties under Clause 11.1 or any claim under the Tax Covenant, other than in the event of fraud or fraudulent misrepresentation by a Seller, and then only against that particular Seller to the extent that the Claim arises directly as a result of fraud or fraudulent misrepresentation (“W&I Waiver”); and (ii) a third party rights provision in favour of the Sellers allowing the Sellers, pursuant to the terms of the W&I Policy, to directly enforce the provisions of the W&I Waiver.
W&I Insurance. The Purchaser confirms and represents to the Seller that it has taken out warranty and indemnity insurance under an insurance policy a copy of which is attached hereto in Exhibit 18.6.1, (the “W&I Insurance” and the relevant insurance provider(s) as therein identified (collectively), the “Insurer”). The Purchaser shall refrain from any actions or omissions that adversely affect its coverage position under, or the continuation of, the W&I Insurance.
W&I Insurance. 17.1 Notwithstanding any other provision of this Agreement:
W&I Insurance. (a) The Purchaser acknowledges and agrees that the monetary limitations set out in paragraph 3 (Maximum limit for all Claims) of this Schedule 3 (Limitations on Liability) shall apply in all circumstances whether or not the W&I Insurance Policy is obtained and notwithstanding: (i) any non-payment under the W&I Insurance Policy; (ii) any vitiation or expiry or termination or defect of the W&I Insurance Policy for any reason; or (iii) the insolvency of the W&I Insurer or any underwriter of the W&I Insurance Policy.
W&I Insurance. 3.1 The Purchaser agrees that, notwithstanding any other provision of this Deed:
W&I Insurance. (a) The Parties acknowledge that Buyer has obtained the W&I Insurance providing insurance coverage with respect to the Warranties as set out in the W&I Insurance.
W&I Insurance. 5.1. The Parties acknowledge and agree that the Purchaser has taken out a warranty and indemnity insurance in relation to the Representations included in the Agreement, pursuant to the insurance policy attached as Schedule 5.1 (the “W&I Insurance”).
W&I Insurance bring-down
W&I Insurance. 11.1 The Buyer has carried out appropriate due diligence on all matters covered by the Sellers’ Warranties.
W&I Insurance. 12.3.1 The Parties acknowledge and agree that the W&I Insurance Policy has been taken out for the Buyer to be safeguarded in the event of any Breaches of the Sellers’ Warranties by way of the W&I Insurer providing insurance coverage.
