Binder Agreements definition

Binder Agreements means, collectively, (i) that certain binder agreement, dated March 27, 2017, by and among Purchaser and Chubb Transactional Risk and (ii) that certain binder agreement, dated March 27, 2017, by and among Purchaser and AIG Specialty Insurance Company.

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Binder Agreements means (i) that certain framework agreement to be entered into between FIHL and Topco prior to or at Completion on the terms and conditions set out in Schedule 5-I with such changes as may be required by Regulatory Authorities (other than any Burdensome Condition), (ii) those certain delegated underwriting authority agreements, to be entered into pursuant to such framework agreement among certain subsidiaries of FIHL and certain subsidiaries of Topco at Completion, pursuant to which such subsidiaries of FIHL will delegate underwriting authority to such subsidiaries of Topco, in each case on the terms and conditions set out in Schedule 5-II, with such changes as may be required by Regulatory Authorities (other than any Burdensome Condition), (iii) those certain outsourcing services agreement(s) to be entered into pursuant to such framework agreement among FIHL and certain subsidiaries of FIHL and Topco and certain subsidiaries of Topco at Completion, pursuant to which FIHL and such subsidiaries of FIHL will outsource certain non-underwriting services to Topco and such subsidiaries of Topco, subject to the prior written consent of the Investors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), with such changes as may be required by Regulatory Authorities (other than any Burdensome Condition) and (iv) each resolution, shareholder consent, board minute, waiver and any other document ancillary to, and necessary for, the implementation of the documents referred to in (i) to (iii) of this definition;

Binder Agreements means (i) that certain framework agreement between MGU HoldCo and the Company dated December 20, 2022, (ii) those certain delegated underwriting authority agreements entered into pursuant to such framework agreement among certain subsidiaries of the Company and certain subsidiaries of MGU HoldCo dated December 20, 2022, pursuant to which such subsidiaries of the Company delegate underwriting authority to such subsidiaries of MGU HoldCo and (iii) that certain outsourcing services agreement entered into pursuant to such framework agreement between the Company and MGU HoldCo, dated December 20, 2022, pursuant to which the Company outsources certain non-underwriting services to MGU HoldCo.

Examples of Binder Agreements in a sentence

• Immediately after the execution of this Agreement, Purchaser shall bind the R&W Insurance Policy on the terms and conditions set forth under the Binder Agreements.

• On the Closing Date, the Purchaser shall deliver to the Sellers an accurate and complete copy of the forms of the R&W Insurance Policies to be issued pursuant to the Binder Agreements, which shall expressly provide that the R&W Insurer shall not have, and waives, any right of subrogation against any Seller Indemnified Party other than in the event of, and only to the extent of, Seller Fraud.

• The Purchaser has delivered to the Sellers an executed, accurate and complete copy of the executed Binder Agreements, which include as exhibits thereto an accurate and complete copy of the applicable R&W Insurance Policy to be issued.

• For the avoidance of doubt, this Section 4 shall cease to apply once any party to the Binder Agreements has confirmed that the relevant Binder Agreement has been terminated following a failure to reach a resolution in accordance with the relevant dispute resolution procedure in the Binder Agreements (as applicable).

• Except as expressly set forth in the Binder Agreements, there are no conditions precedent to the obligation of the R&W Insurers to issue the R&W Insurance Policies.

• There are no side letters or other agreements, contracts or arrangements relating to the issuance of the R&W Insurance Policies in accordance with the Binder Agreements.

• The Binder Agreement has not been amended, restated or otherwise modified or waived on or prior to the date of this Agreement and the commitments of the R&W Insurers contained in the Binder Agreements have not been withdrawn, modified or rescinded on or prior to the date of this Agreement.

• Each MGU DUA Company may recover any expenses from the corresponding Insurance Company that it incurs directly in relation to any individual insurance, reinsurance or retrocession that it places under the terms of the Binder Agreements (e.g., expenses incurred in instructing counsel on specific deals, or in performing due diligence on third parties).

• On or before the date of this Agreement, the Purchaser has delivered to the R&W Insurers (with a copy to the Sellers) an inception no claims declaration in the form required to be delivered in accordance with the applicable Binder Agreement and has paid in full any and all premiums or other fees or expenses required to be paid and due as of such date pursuant to the terms of the Binder Agreements.

More Definitions of Binder Agreements

Binder Agreements has the meaning given to it in Recital (C);