W&I Policy Clause Samples

W&I Policy. 9.1 The Buyer warrants that: (a) it has taken out the W&I Policy on or before the date of this Agreement and such policy is effective immediately upon the signing of this Agreement; and (b) the W&I Policy includes terms to the effect that, except in the case of fraud or fraudulent misrepresentation, the insurer shall not be entitled to exercise rights of subrogation against the Seller, and the Buyer will ensure (to the extent it is within its control) that those terms are not varied and the benefit of them is held on trust by the Buyer for the Seller (or are otherwise directly legally enforceable by the Seller). 9.2 The Buyer acknowledges and agrees that: 11/66881024_3424 (a) it shall be solely responsible for the payment of the premium and all other costs, fees and expenses relating to the W&I Policy; and (b) notwithstanding any other provision of a Transaction Document or the W&I Policy, the provisions of Schedule 6 (Seller Protection Provisions) shall apply for the benefit of the Seller despite any vitiation, expiry or termination of, default under or failure to take out, the W&I Policy.

W&I Policy. (a) The Purchasers shall obtain and maintain the W&I Policy. (b) Within five Business Days from the date of this Agreement, the Purchasers shall deliver to the Seller a copy of the signed and stamped (if applicable) W&I Policy. (c) Each Purchaser shall: (i) take all commercially reasonable steps (which shall not require such Purchaser to initiate any litigation or arbitration) to enforce the terms of the W&I Policy in respect of any Losses that such Purchaser suffers or incurs in relation to any breach or inaccuracy of the representations and warranties of the Seller in this Agreement (other than the Excluded Warranties); (ii) not agree to any amendment, variation or waiver of the W&I Policy that could reasonably be expected to have an adverse impact on the Seller (or take any other action that has a similar effect) without the prior written consent of the Seller; (iii) not novate, or otherwise assign its rights under, the W&I Policy (or take any other action that has a similar effect) other than: (A) with the prior written consent of the Seller; or (B) to (I) any of its Affiliates or (II) a subsequent purchaser or transferee of all or a substantial portion of either Transferring Business, provided that in each case (I) and (II), each such Person undertakes to the Seller, in a form reasonably acceptable to the Seller, to be bound by the provisions of this Article 9 as though such Person was a “Purchaser”; (iv) satisfy on a timely basis those conditions to coverage explicitly set forth in the W&I Policy, and pay when due all premiums, fees, costs and taxes associated therewith; (v) not take any action that could reasonably be expected to cause the W&I Policy or the rights of any party thereunder to be terminated, cancelled, amended or limited in a manner that (A) could vitiate the W&I Policy or (B) could otherwise reasonably be expected to have an adverse impact on the Seller; and (vi) (A) ensure that the W&I Policy (I) includes an express waiver of the Insurer’s rights of subrogation, contribution and express rights acquired by assignment against the Seller, except to the extent that any Warranty Claim arises out of or results from fraud of the Seller, in which case the Insurer shall only be entitled to subrogate to the extent of the rights of recovery relating directly to the fraud of the Seller and (II) acknowledges the rights of the Seller as a third party beneficiary in respect of such waiver and (B) not agree to any amendment, variation or waiver of t...

W&I Policy. 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. 10.1 The Buyer shall determine whether it takes out a W&I Policy in respect of this Agreement. If the Buyer takes out such W&I Policy, the provisions of this Agreement relating to the W&I Policy shall apply. The Seller’s shall have no greater liability than is set out in this Agreement whether or not the W&I Policy is taken out. 10.2 The Buyer shall ensure that the W&I Policy includes an express waiver, in a form satisfactory to the Seller, of any rights of subrogation against the Seller (the "Subrogation Waiver") (except in the case of fraud on the part of the Seller, in which case such waiver shall cease to apply) and shall deliver evidence of the Subrogation Waiver to the Seller.

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. 13.2 The W&I Policy, in particular, envisages and shall envisage and the Bidder undertakes that: (a) the Bidder, as indemnified party and beneficiary of the W&I Policy, once the Bidder Business Representations Cap has been reached, shall submit any claim for the indemnification under the W&I Policy exclusively and directly to the Insurer, in accordance with the provisions of the W&I Policy, with no involvement of the Founders, expressly waiving any right to bring any action or claim against the same. Founders shall owe a duty of cooperation to the Bidders should the Bidders require it in order to be indemnified under the W&I Policy; (b) it is excluded any right of recourse, substitution, subrogation, recovery, payback, “regresso”, “surrogazione” or similar right, action or claim against the Founders, save if the relevant Business Representation and Warranty has been given by the Founders with fraud (“frode”), wilful misconduct (“dolo”) or gross negligence (“colpa grave”), provided that this shall not cause any duplication of indemnification; (c) without prejudice for letter b) above, once the Bidder Business Representations Cap has been reached, any and all liabilities arising out of the untruthfulness, incompleteness or inaccurateness of the Business Representations and Warranties (without prejudice to the Fundamental Representations and Warranties) shall cease to be enforceable against the Founders and the Founders shall be released from any and all liability deriving therefrom; (d) as an exception to the provisions of this Article 13, and without prejudice to the Founders’ indemnity obligations in relation to Indemnifiable Liabilities arising out of the untruthfulness, incompleteness or inaccurateness of t...

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. 13.1 The Purchaser: (a) undertakes to sign the Purchaser’s Fraud Declaration at or prior to Completion; (b) undertakes to comply with the terms of the W&I Policy; and (c) agrees not to take any step, including accepting any premium back from the W&I Insurer, which would in any way vitiate or impair the full force and effect of the W&I Policy or reduce or lose any recovery under it. 13.2 Without prejudice to sub-clause 13.1 (W&I Policy), the Purchaser shall not, without the prior written consent of the Vendors' Representative, agree to any amendment, variation or waiver of the W&I Policy with the W&I Insurer, the effect of which would, or could reasonably be expected to, increase the liability of the Vendors in respect of a Claim. 13.3 The Purchaser shall use all reasonable endeavours to recover the amount of any Claim or any other claim under this Agreement for which there is cover under the W&I Policy where the Vendors would have any liability for such claim to the extent it is not so recovered. 13.4 The Vendors acknowledges and agree with the Purchaser that: (a) none of the provisions of this Agreement shall prejudice or restrict the Purchaser's right to claim under the W&I Policy; and (b) the Vendors shall not have any interest in the W&I Policy and shall not have any right or entitlement to receive any payment made by the W&I Insurer under the W&I Policy or to receive any payment, benefit or relief which is derived from or which is otherwise attributable to any payment under 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.