Common use of W&I Policy Clause in Contracts

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 the foregoing (or take any other action that has a similar effect) without the prior written consent of the Seller. (d) The Purchasers acknowledge and agree that: (i) the Seller has entered into this Agreement in reliance on the W&I Policy being obtained and maintained by the Purchasers; and (ii) notwithstanding any other provision in this Agreement or the W&I Policy, the other provisions of this Article 9 shall apply for the benefit of the Seller with respect to any Warranty Claim despite any vitiation, expiry or termination of, default under or failure to take out or enforce, the W&I Policy.

W&I Policy. (a) The Purchasers At the latest within five (5) Business Days following the date hereof, the Purchaser shall obtain enter into an insurance policy for its benefit to cover Losses arising out of, or as a result of, any inaccuracy or breach of, and maintain Claim under, any of the Business Representations set out in Schedule 10.4 (the “W&I Policy” and the relevant insurance provider(s) as identified therein, the “W&I Insurer”). (b) Within five Business Days from the date Except in case of this Agreementfraud or willful misrepresentation (dol), the Purchasers shall deliver Purchaser: (i) undertakes not to the Seller a copy make, and waives any and all rights it may have to make, any Claim for an inaccuracy or breach of any of the signed and stamped Business Representations against the Sellers in excess of the Cap, notwithstanding: (if applicableA) any non-payment under the W&I Policy, whether as a result of an exclusion in the W&I Policy or in accordance with the terms thereof or otherwise; (B) any expiry or termination of the W&I Policy whether by reason of lapse of time or otherwise; or (C) the insolvency of the W&I Insurer. (ii) shall ensure that the W&I Policy contains an express and irrevocable waiver by the W&I Insurer of all rights of subrogation against the Sellers and their Affiliates in relation to any Claim arising out of, or as a result of, any inaccuracy or breach of the Business Representations, other than in the event of fraud or willful misconduct (“dol”). (c) Each The Purchaser shallshall not: (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 waiver referred to have an adverse impact on the Seller in paragraph (b)(iii) above (or take any other action that do anything which 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 US Seller; or (Bii) to (I) any of novate, or otherwise assign, 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 rights with respect to the Seller, waiver referred to 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”; (ivb)(iii) 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 foregoing above (or take any other action that do anything which has a similar effect) without or do anything which causes the prior written consent of the Sellerwaiver referred to in paragraph (b)(iii) above not to have full force and effect in accordance with its terms. (d) The Purchasers acknowledge Purchaser shall be responsible for paying the premiums, commissions, fees, Taxes and agree that:other costs and expenses of procuring and maintaining the W&I Policy and the Purchaser acknowledges and agrees that no Seller shall be liable to pay any excess or any of the costs and Taxes relating to the W&I Policy. (e) The Sellers shall, and shall procure that the Target Group Companies and their Representatives, cooperate and provide information reasonably required by the Purchaser in connection with the negotiation and implementation of the W&I Policy, including the delivery of any disclosure letter to reflect any fact, matter or circumstances which occurred until two (2) Business Days before (x) the date on which the W&I Policy is entered into and (y) the Closing Date. For the avoidance of doubt, the W&I Policy shall cover any fact, matter or circumstances occurring as from the date of this Agreement and until Closing (the “Interim W&I Period”) and set out in the abovementioned disclosure letter and/or in the Updates; provided that (i) the Seller has entered into this Agreement in reliance on portion of the W&I Policy being obtained premium attributable to the Interim W&I Period up to the Target Closing Date (the “Interim W&I Premium”) shall reduce the Aggregate Purchase Price and maintained by the Purchasers; and (ii) notwithstanding any other provision in this Agreement or the W&I Policy, the other provisions of this Article 9 shall apply for the benefit final amount of the Seller with respect Interim W&I Premium shall be notified by the Purchaser to any Warranty Claim despite any vitiation, expiry or termination of, default under or failure the Sellers no later than twelve (12) Business Days prior to take out or enforce, the W&I PolicyClosing Date.

W&I Policy. 2.1 Subject to paragraph 1.3, the Buyer acknowledges and agrees that: (a) The Purchasers its sole recourse in respect of any Business Warranty Claim or Tax Claim shall obtain and maintain be to make a claim under the W&I Policy.; (b) Within five the Buyer shall not make, and no Seller shall be liable for, any Business Days from Warranty Claim or Tax Claim unless and until (i) the date of this Agreement, the Purchasers shall deliver to the Seller Buyer has made a copy claim in respect of the signed underlying Business Warranty Claim or Tax Claim against the W&I Insurer, (ii) the Buyer has taken all action necessary to prosecute such claim in accordance with the terms of the W&I Policy and stamped (if applicableiii) W&I Policy.that claim has been settled, agreed or otherwise determined; and (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 absence of a recourse of the Buyer under the W&I Policy in respect of any Losses that such Purchaser suffers Business Warranty Claim or incurs in relation to Tax Claim (including, without limitation, as the result of any breach limitation, exclusion, deduction 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 novatederogation under, or otherwise assign its rights underany invalidity, 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 Businessillegality, 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 foregoing (or take any other action that has a similar effect) without the prior written consent of the Seller. (d) The Purchasers acknowledge and agree that: (i) the Seller has entered into this Agreement in reliance on the W&I Policy being obtained and maintained by the Purchasers; and (ii) notwithstanding any other provision in this Agreement or the W&I Policy, the other provisions of this Article 9 shall apply for the benefit of the Seller with respect to any Warranty Claim despite any vitiation, expiry or termination of, default under or failure to take out or enforce, the W&I Policy) or any inability of the Buyer to obtain any remedy in respect of any Business Warranty Claim or Tax Claim under the W&I Policy for any reason whatsoever (including, without limitation, any winding up, bankruptcy or other insolvency proceedings affecting any W&I Insurer, any failure of any W&I Insurer to perform its obligations under the W&I Policy, any non-payment by any W&I Insurer or any deductible, threshold or other financial limitation applying to the W&I Policy) shall not affect or increase the liability of any Seller under this Agreement, except as expressly stated otherwise in paragraph 1.3.

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 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 either 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 foregoing (or take any other action that has a similar effect) without the prior written consent of the Seller. (d) The Purchasers acknowledge and agree that: (i) the Seller has entered into this Agreement in reliance on the W&I Policy being obtained and maintained by the Purchasers; and (ii) notwithstanding any other provision in this Agreement or the W&I Policy, the other provisions of this Article 9 shall apply for the benefit of the Seller with respect to any Warranty Claim despite any vitiation, expiry or termination of, default under or failure to take out or enforce, the W&I Policy.

W&I Policy. (Notwithstanding any provision to the contrary in this agreement: a) The Purchasers shall obtain and maintain the parties acknowledge that the Purchaser has the benefit of the W&I Policy.Policy which provides (conditional on Completion) insurance coverage in respect of Warranty Claims and Tax Covenant Claims; (b) Within the Purchaser shall procure that the W&I Policy contains terms to the effect that the insurer shall be subrogated to (or may require the Purchaser to assign to the insurer) all rights of recovery of the Purchaser or the Group, save that the insurer shall only be entitled to subrogate against the Seller if the loss arose in whole or part out of the Seller’s fraud or fraudulent misrepresentation; and c) the Purchaser shall: i. provide a certified copy of the W&I Policy to the Seller within five (5) Business Days from of 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)agreement; (ii) . not agree to any amendment, variation variation, novation, assignment 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 do anything which has a similar effect) ), where such amendment, variation, novation, assignment or waiver would have an adverse effect on the Seller, 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 express prior written consent of the Seller; orand (B) iii. without limitation to (I) any right of the Seller to separately enforce such terms, use all reasonable endeavours to enforce any term in the W&I Policy under which the insurer waives 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 rights to take subrogated action against the Seller, in a form reasonably acceptable to Seller upon 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 terms set forth out in the W&I Policy, and pay when due all premiums, fees, costs and taxes associated therewith; (vd) the Purchaser acknowledges that there shall not take be any action that could reasonably be expected to cause the W&I Policy excess 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 other amount payable 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 foregoing (or take any other action that has a similar effect) without the prior written consent of the Seller. (d) The Purchasers acknowledge and agree that: (i) the Seller has entered into this Agreement in reliance on the W&I Policy being obtained and maintained by the Purchasers; and (ii) notwithstanding any other provision in this Agreement or the W&I Policy, the other provisions of this Article 9 shall apply for the benefit of the Seller with respect to any Warranty Claim despite any vitiation, expiry or termination of, default under or failure to take out or enforce, the W&I Policy.

W&I Policy. (a) The Purchasers Purchaser shall obtain and maintain the W&I Policy. (b) Within five Business Days from the date of this Agreement, the Purchasers Purchaser shall deliver to the Seller Sellers a copy of the signed and stamped (if applicable) W&I Policy. (c) Each The Purchaser shall: (i) take all commercially reasonable steps (which shall not require such the Purchaser to initiate any litigation or arbitration) to enforce the terms of the W&I Policy in respect of any Losses that such the Purchaser suffers or incurs in relation to any breach or inaccuracy of the representations and warranties of the any 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 any Seller (or take any other action that has a similar effect) without the prior written consent of the each 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 each 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 any Relevant Business, provided that in each case (I) and (II), each such Person undertakes to the Relevant Seller, in a form reasonably acceptable to the such Seller, to be bound by the provisions of this Article 9 as though such Person was a the “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 any 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 each Seller, except to the extent that any Warranty Claim arises out of or results from fraud of the such 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 such Seller and (II) acknowledges the rights of the such Seller as a third party beneficiary in respect of such waiver and (B) not agree to any amendment, variation or waiver of the foregoing (or take any other action that has a similar effect) without the prior written consent of the such Seller. (d) The Purchasers acknowledge Purchaser acknowledges and agree agrees that: (i) the each Seller has entered into this Agreement in reliance on the W&I Policy being obtained and maintained by the PurchasersPurchaser; and (ii) notwithstanding any other provision in this Agreement or the W&I Policy, the other provisions of this Article 9 shall apply for the benefit of the each Seller with respect to any Warranty Claim despite any vitiation, expiry or termination of, default under or failure to take out or enforce, the W&I Policy.