W&I Policy Sample Clauses

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 the 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 any 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 the f...
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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.
Sample 1
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...
Sample 1
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.
Sample 1
W&I Policy. 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.
Sample 1
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.
Sample 1
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.
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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.
Sample 1

Related to W&I Policy

  • R&W Policy (a) Purchaser has conditionally bound a representations and warranties insurance policy (the “R&W Policy”) pursuant to the binder agreement which was provided to Seller for review in advance of the Execution Date and which is attached hereto as Exhibit H (the “R&W Conditional Binder”). From and after the Execution Date, each Party shall use its commercially reasonable efforts to satisfy the conditions set forth in the R&W Conditional Binder as of the Closing Date. The R&W Policy shall contain: (i) a waiver of subrogation, contribution, or otherwise by the insurer in favor of the Seller Indemnified Parties, except against Seller or any “Seller” under the Other PSAs or with respect to such Seller’s or “Seller’s” (as applicable) actual and intentional fraud in the making of the representations and warranties set forth in Article 3 of this Agreement (or the corresponding article setting forth any “Seller’s” representations and warranties in any Other PSA, as applicable), it being understood that the fraud of one Seller or “Seller” (as applicable) shall not be imputed to any other Seller or “Seller” (as applicable); and (ii) a statement that each Seller Indemnified Party is an intended third party beneficiary of the foregoing subrogation limitation. (b) Seller and Purchaser shall each pay fifty percent (50%) of all costs of obtaining the R&W Policy, specifically the premium, surplus lines Taxes and fees, and any related broker compensation and underwriting fees; provided that Seller’s share of such costs shall be paid by Seller via the adjustment of the Cash Purchase Price pursuant to Section 2.3(n). (c) Purchaser agrees that after the Closing it will not agree to any amendment of the R&W Policy that would be expected to cause actual and material prejudice to Seller without Seller’s prior written consent. (d) Notwithstanding anything to the contrary in this Agreement, none of the Seller Indemnified Parties shall be entitled to any proceeds from the R&W Policy. Notwithstanding anything in this Section 5.18 or otherwise to the contrary, nothing herein shall be interpreted to limit Purchaser’s rights to make or pursue claims, or secure recovery under the R&W Policy, as Purchaser believes, in its sole discretion, to be in Purchaser’s interests.

  • SPAM POLICY You are strictly prohibited from using the Website or any of the Company's Services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

  • LTV, PMI Policy Each Mortgage Loan has an LTV as specified on the related Mortgage Loan Schedule. Except as indicated on the Mortgage Loan Schedule and on the Data File, if the LTV of the Mortgage Loan was greater than 80% at the time of origination, a portion of the unpaid principal balance of the Mortgage Loan is and will be insured as to payment defaults by a PMI Policy. If the Mortgage Loan is insured by a PMI Policy for which the Mortgagor pays all premiums, the coverage will remain in place until (i) the LTV decreases to 78% or (ii) the PMI Policy is otherwise terminated pursuant to the Homeowners Protection Act of 1998, 12 USC §4901, et seq. All provisions of such PMI Policy or LPMI Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. The Qualified Insurer has a claims paying ability acceptable to Fxxxxx Mae or Fxxxxxx Mac. Any Mortgage Loan subject to a PMI Policy or LPMI Policy obligates the Mortgagor or the Seller to maintain the PMI Policy or LPMI Policy and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium;

  • Policy Because the volume of human genomic and phenotypic data maintained in these repositories is substantial and, in some instances, potentially sensitive (e.g., data related to the presence or risk of developing particular diseases or conditions and information regarding family relationships or ancestry), data must be shared in a manner consistent with the research participants’ informed consent, and the confidentiality of the data and the privacy of participants must be protected. Access to human genomic data will be provided to research investigators who, along with their institutions, have certified their agreement with the expectations and terms of access detailed below. NIH expects that, through Data Access Request (DAR) process, approved users of controlled-access datasets recognize any restrictions on data use established by the Submitting Institutions through the Institutional Certification, and as stated on the dbGaP study page. Definitions of the underlined terminology in this document are found in section 13. The parties to this Agreement include: the Principal Investigator (PI) requesting access to the genomic study dataset (an “Approved User”), the PI’s home institution (the “Requester”) as represented by the Institutional Signing Official designated through the eRA Commons system, and the NIH. The effective date of this Agreement shall be the DAR Approval Date, as specified in the notification of approval of the Data Access Committee (DAC).

  • Insurance Policy The Employer agrees to remit to the Union an amount to be applied toward the payment of a premium by the Union for an insurance policy which provides a defense attorney to represent all members of the bargaining unit when they are charged with a criminal act that results from events occurring while the bargaining unit member was acting in an official capacity. The maximum amount payable during the term of the Agreement shall be seven dollars ($7.00) per member per month.

  • Harassment Policy The Employer agrees to provide and promote a harassment free working environment. It is understood and agreed, that the exercising of normal Management rights shall not be considered as job harassment.

  • Alcohol Policy Where contractually bound, the employer will apply the Drug and Alcohol Management Program (DAMP) as contained at Appendix M.

  • R&W Insurance Policy In the event Parent or any of its Affiliates obtains a representations and warranties insurance policy in respect of the representations and warranties contained in this Agreement or in any certificate or other instrument contemplated by or delivered in connection with this Agreement (such policy, a “R&W Insurance Policy”), then (a) the payment of the premium (inclusive of commissions, surplus lines or premium taxes) and underwriting fees required by the R&W Insurance Policy to be paid (the “R&W Policy Premium”) shall be paid by Parent at or following Closing in connection with the issuance of the R&W Insurance Policy, with fifty percent (50%) of the R&W Policy Premium being borne by the Company as a Transaction Expense, and, for the avoidance of doubt, any other costs incurred or due following the Effective Time relating to the R&W Insurance Policy shall be borne solely by Parent and its Affiliates (including the Surviving Company after the Mergers); (b) such R&W Insurance Policy shall not provide for any “seller retention” (as such phrase is commonly used in the representations and warranties insurance policy industry); (c) such R&W Insurance Policy shall expressly waive any claims of subrogation, contribution, assignment, or otherwise, against the Stockholder or its Affiliates (or any direct or indirect past or present shareholder, member, partner, stockholder, employee, director or officer (or the functional equivalent of any such position) of the Stockholder or its Affiliates) (except in the case of Fraud); (d) the Stockholder shall, and shall cause the Company to, use commercially reasonable efforts to cooperate with Parent and its Affiliates and provide assistance as reasonably required to obtain such R&W Insurance Policy prior to Closing and (e) the subrogation waiver described in clause (c) of this Section 6.10 may not be amended or otherwise modified in any manner adverse to the Stockholder or any of the other persons listed in clause (c) of this Section 6.10, without Stockholder’s prior written consent (which consent may be withheld in its sole discretion).

  • Travel Policy Section 1. Travel allowances and reimbursements, including meal, lodging and transportation expenses, shall be as provided in the Department of Administrative Services, Oregon Accounting Manual Travel Policy (OAM #40.10.00.PO). However, Section .105 of the policy shall read as follows: Personal telephone calls to immediate family members or significant others to confirm the traveler’s well being while on travel status are allowed. Employees shall be reimbursed for one (1) phone call home on the first day of travel and every other day for a five (5) to ten (10) minute call. When authorized by the Agency, employees will be provided access to State phone cards or State phone card numbers. When State phone cards are not available or the employee does not charge the call to his/her hotel room, employees shall provide receipts. Personal telephone bills reflecting the eligible calls made during travel status can serve as a receipt. The Employer shall give the Union at least thirty (30) days advance notice of any proposed changes to this policy. Such changes which involve a mandatory subject of bargaining shall be subject to negotiation if requested by the Union.

  • NAV Error Policy Definitions

Most Referenced Clauses

Most Referenced Definitions