W&I Policy. (a) The Purchasers shall obtain and maintain the W&I Policy.
W&I Policy. 19.1.1 The Purchaser shall not make any changes to, or otherwise vary the terms of, the W&I Policy if the impact of such change or variation would be to increase the liability of the Sellers under this Agreement and/or the Tax Deed. 19.2
W&I Policy. 16.1 The Seller is obligated to pay the WI Premium, such obligation to be satisfied through a reduction of the Cash Consideration upon payment by the Seller of the Completion Payment. Within 3 Business Days of Completion, the Buyer undertakes to provide evidence to the Seller (to the Seller’s reasonable satisfaction) of (i) payment of the WI Premium due under the WI Policy and (ii) implementation of the WI Policy.
W&I Policy. Under the W&I Policy, the insurer shall only be entitled to subrogate against Spig Holding and/or Ambienta, as the case may be, if the payment under the W&I Policy relates to a Loss that arises in whole or in part out of Spig Holding and/or Ambienta’s, as the case may be, fraud or wilful misconduct.
W&I Policy. Nothing in this Agreement shall prevent the Buyer from making a claim under the insurance cover provided to the Buyer in the WI Policy.
W&I Policy. 13.1 The Parties hereby agree that, in the context of the negotiations of this agreement and the relevant balance of their respective rights and obligations, the Business Representations and Warranties are given, and the indemnity obligations under Paragraph 7 are undertaken, by the Founders, exclusively and for the sole purpose of allowing the Bidder to enter into the W&I Policy and that it is under Bidder’s responsibility the issuance of such W&I Policy in order to be indemnified from a primary insurance company (“Insurer”) in connection with the untruthfulness, incompleteness or inaccurateness of the Business Representations and Warranties, without prejudice only to Bidder Business Representations Cap and the Bidder Fundamental Representations Cap.
W&I Policy. Notwithstanding any provision to the contrary in this agreement:
W&I Policy. 29 11. Purchaser’s and Purchasers’ Guarantor’s Warranties ........................................ 30 12. Restraint .............................................................................................................. 31 13. Release of Target Group Support Obligations ................................................... 32 14. Release of Seller Group Support Obligations..................................................... 32 15.
W&I Policy. 9.1 The Buyer warrants that:
W&I Policy. 2.1 Subject to paragraph 1.3, the Buyer acknowledges and agrees that:
