W&I Insurance Sample Clauses
W&I Insurance. As of the date of this Agreement, the Purchaser shall have procured the W&I insurance policy (the "W&I Insurance Policy") from the W&I Insurance Company on terms disclosed to the Seller, which shall contain a waiver of the W&I Insurance Company of its rights of subrogation, claims in contribution and rights acquired by assignment against the Seller (except in case of fraud by the Seller). For the avoidance of doubt, the Seller shall have no obligations towards any premiums or payments to be made in connection with the obtainment and maintenance of the W&I Insurance Policy. In the event of any conflict or other inconsistency between the terms of this Section 6.5 and any other provisions of this Agreement or any other contract, agreement or arrangement entered into by either the Purchaser or the Seller in connection with the Transaction (including the W&I Insurance Policy, as between the Parties), the terms of this Section 6.5 shall prevail. Notwithstanding anything to the contrary in this Agreement, the Purchaser:
(a) hereby warrants to the Seller that the executed copy of the W&I Insurance Policy delivered by the Purchaser to the Seller on the date of this Agreement is true, complete and up-to-date;
(b) acknowledges and agrees that, in reliance upon the W&I Insurance Policy, neither the Purchaser nor any other Indemnified Purchaser Party shall be entitled to make, and the Purchaser waives on behalf of itself and all the other Indemnified Purchaser Parties any right such Person may have to make, any claim against the Seller arising out of, and the Seller shall not be liable for, any Losses suffered or incurred by any Indemnified Purchaser Party in connection with any claims of any inaccuracy in or breach of any of the warranties made by the Seller in Section 3.1 or Section 3.2 in this Agreement, except in case of fraud by the Seller;
(c) acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement or any other contract, agreement or arrangement entered into by either the Seller or the Purchaser in connection with the Transaction (including the W&I Insurance Policy), the Seller provides Sections 3.1 and 3.2 in this Agreement and (to the extent relating to any inaccuracy in or breach of any warranty set forth in Section 3.1 or Section 3.2) Section 6.1(b)(i) hereof to the Purchaser solely for purposes of satisfying the condition set forth in Section 5.2(c) in this Agreement and to enable the Purchaser to make claims against the W&I ...
W&I Insurance. (a) The Parties acknowledge that the Purchaser has taken out a warranty and indemnity insurance under an insurance policy that has been executed on or about the Put Option Date (the "W&I Insurance") and the relevant insurance provider(s) providing the W&I Insurance, "W&I Insurer") in respect of the representations and warranties set forth in the Warranty Agreement (the "Business Representations") and as the case may be, in this Agreement.
(b) The Purchaser acknowledges and agrees that:
(i) the maximum total aggregate liability of the Sellers in connection with a breach of any Business Representation shall in no event exceed one euro (EUR 1) ("Business Representation Cap");
(ii) the Purchaser will direct all claims for breach of a Business Representation to the extent they exceed the Business Representation Cap solely against the W&I Insurer under the W&I Insurance; and
(iii) the validity and collectability risks in respect of the W&I Insurance, if any, shall rest with the Purchaser; and
(iv) the W&I Insurance policy contains a provision according to which the W&I Insurer will not be entitled to make and will not make any recourse claim against the Sellers in respect of any breach of a Business Representation, except in cases of fraud or dol. The Purchaser shall not amend the wording of the W&I Policy on subrogation without the prior written consent of the Sellers.
(c) Following expiry of the fourth (4th) month as of the Put Option Date and up to the end of the fifth (5th) month following the Put Option Date, upon request of the Purchaser, the Sellers shall allow the Purchaser and its advisors to update its due diligence and provide the Purchaser and its advisors with such information on the Group Companies relevant for and strictly limited to the Business Representations that would have to be disclosed in the Closing Bring Down Disclosure if such bring down had to be made during the fifth (5th) month following the Put Option Date.
W&I Insurance. (a) Prior to the date hereof, the Purchaser informed the Sellers that it intended at its own cost and risk to subscribe an insurance policy (the “W&I Insurance”) to receive coverage for certain risks and liabilities which may arise with respect to the Transferred Securities, the Group Companies or their businesses.
(b) In that respect, the Sellers expressed their willingness to enter into this Agreement on the express condition that no liabilities may be sought against the Sellers in connection with such W&I Insurance, it being specified the Sellers (other than Tikehau, the Other XxxXx Shareholders and the CA Sellers) agree to cooperate with the Purchaser and use its best efforts to do all things that the Purchaser may reasonably request in order for the Purchaser to subscribe the W&I Insurance, in particular by entering into the Warranty Deed with the Purchaser providing for customary business representations and warranties with respect to the Group Companies and their business (the “Business R&W”).
(c) The Parties acknowledge that the Sellers shall be under no liability with respect to (i) any breach of the Business R&W, and generally, to (ii) the W&I Insurance and in addition shall bear no liability as a result of any inability of the Purchaser to recover the full extent of its losses pursuant to the W&I Insurance whether by reason of any defect, invalidity, illegality, unenforceability, expiry, termination or repudiation of any W&I Insurance, any legal limitation, disability or incapacity of the insurer under the W&I Insurance, or any insufficiency or inadequacy of cover, or any excess payable, in respect of the W&I Insurance (or claim under any W&I Insurance).
(d) The W&I Insurance shall include a binding and irrevocable waiver of all subrogation rights against the Sellers, except in the case of fraud or dol by the Sellers. The Purchaser shall not be permitted to amend the subrogation provisions of the W&I Insurance either prior to or after its Signing Date to the extent such amendment results in the insurers under the W&I Insurance or any third party having recourse against the Sellers or any Seller’s Connected Persons. The Purchaser shall provide to the Sellers’ Agent (i) reasonably in advance of its signature the final draft of the W&I Insurance policy in order to entitle the Sellers’ Agent to make any comments, and (ii) a copy of the duly signed W&I Insurance policy as soon as possible after its signature.
(e) The Purchaser shall bear any and all ...
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. 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. 13.1 The Purchaser shall use its best endeavours to enter into and maintain a buy-side warranty and indemnity insurance policy (the “W&I Policy”) and shall ensure that:
13.1.1 the W&I Policy includes a binding and irrevocable third party stipulation for no consideration for the benefit of the Sellers that the W&I Insurer is not entitled to subrogate against, or otherwise claim from, any of the Sellers or any of its directors and officers under, or in connection with, this Agreement, except in the case of fraud by a Seller;
13.1.2 the terms of the W&I Policy related to subrogation or claims for contribution are not amended or varied without the prior written consent of Seller Parent;
13.1.3 the insurance premium payable in connection with the W&I Policy is paid to the W&I Insurer as required under the W&I Policy; and
13.1.4 neither the Purchaser nor any member of the Purchaser Group shall terminate, cancel or take any other action or omit to do anything which would make the W&I Policy void or voidable.
W&I Insurance. Costs The W&I Insurance Costs shall be for the account of the Investor and the Investor shall be solely responsible for the payment of the W&I Insurance Costs. 17 Confidentiality 17.1 Announcements 17.
1.1 Save for the Announcement and subject to Clause 17.1.2, for 12 months following the date of this Agreement, no announcement, communication or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any member of the Seller’s Group or any member of the Investor’s Group or the Investor’s Affiliates or any XxxX Group Company without the prior written approval of the Seller and the Investor.
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.
12.3.2 The Parties acknowledge and agree that the Sellers shall not under any circumstances have any liability towards the Buyer and the Buyer shall not be entitled to take any actions or have any recourse against the Sellers in respect of any Breach of the Sellers’ Warranties, except in cases where such Claim (i) is based on or the result of fraud or wilful misconduct on the part of a Seller or an Ultimate Owner, cf. clause 12.3.3, (ii) in case of a Breach of any of the Fundamental Warranties, cf. clause 12.3.3, or (iii) if a Breach of the Sellers’ Warranties are not covered or only partially covered by the W&I Insurance Policy, provided that only the part of such Breach not covered by the W&I Insurance Policy shall be subject to the Sellers’ liability towards the Buyer.
12.3.3 In case of a Breach of any of the Sellers’ Warranties arising out of or as a result of fraud or wilful misconduct on the part of a Seller or an Ultimate Owner or in case of a Breach of the Fundamental Warranties, the Buyer shall, to the extent the loss for such Breach is not recoverable under the W&I Insurance Policy, be entitled to direct a Claim for such Breach directly against the Sellers without applying the limitations in clause 12.4 (Cap, Basket and De Minimis) and 12.5 (Time limitations) until the date falling five years after the Closing Date.
W&I Insurance. 12.4.1 The Purchaser has taken out a warranty & indemnity insurance policy ("W&I Insurance Policy") with [***] ("W&I Insurer"). The costs of the W&I Insurance Policy shall be shared between the Purchaser and the Sellers at equal parts, except for the costs for a “knowledge scrape” offered by the W&I which costs shall solely borne by the Sellers. DM_DE 16571412-54.121932.0011
12.4.2 The Parties acknowledge that a Seller is liable in accordance with applicable statutory law in case such Seller or one of the persons attributable to the Seller pursuant to Section 9.4 and 9.5 commits in relation to the Purchaser wilful deceit (arglistige Täuschung), fraud (Betrug) or intentional harm (vorsätzliche Schädigung).
12.4.3 The Purchaser has provided the Sellers with a letter from the W&I Insurer on the Signing Date in which the W&I Insurer assures the Sellers that it will not assert any recourse against the Sellers pursuant to any applicable laws, in particular pursuant to any applicable insurance contract act, in the event of an insurance claim by the Purchaser against the W&I Insurer, unless in case of wilful deceit (arglistige Täuschung), fraud (Betrug) or intentional behaviour (Vorsatz) by a Seller or one of the persons attributable to the Seller pursuant to Section 9.4 and 9.5.
W&I Insurance bring-down