Examples of Purchaser R&W Insurance Policy in a sentence
Each Purchaser Indemnification Claim shall be made only in accordance with this Article IX, Section 2.3, and the Escrow Agreement provided that Purchaser shall have the ability to pursue the recovery of Losses in excess of the Escrow Fund from the Purchaser R&W Insurance Policy in accordance with the procedures and subject to the limitations set forth therein.
Purchaser and its Affiliates shall not amend, waive or otherwise modify the Purchaser R&W Insurance Policy, in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any Proceeding against Seller or any Affiliate of Seller or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement.
The binder agreement for the Purchaser R&W Insurance Policy is in full force and effect and is a legal, valid, binding and enforceable obligation of Purchaser, and to the knowledge of Purchaser, the insurer(s) party thereto, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Law.
Purchaser shall have the ability to pursue the recovery of Losses in excess of the Escrow Fund from the Purchaser R&W Insurance Policy in accordance with the procedures and subject to the limitations set forth therein.
Purchaser has delivered to Seller a true, accurate and complete copy of the binder agreement for the Purchaser R&W Insurance Policy and the form of the Purchaser R&W Insurance Policy.
Purchaser shall bear all costs and fees associated with obtaining, maintaining and exercising any rights under the Purchaser R&W Insurance Policy, including the premium, retention, deductible, broker fee, underwriting fee, due diligence fee, carrier commissions, legal fees for counsel engaged by the underwriter, and surplus lines taxes and fees.
Purchaser agrees that the Purchaser R&W Insurance Policy, if obtained, shall provide that the insurer shall waive and not pursue any subrogation, claims in contribution or other rights of recovery against Seller or any of its Affiliates, other than to the extent of any Fraud by Seller or such Affiliate.
Purchaser shall cause the Purchaser R&W Insurance Policy to expressly provide that the insurer has no subrogation rights, and will not pursue any claim, against any Member except for fraud.
Purchaser shall pay the premium balance and all other amounts required under the Purchaser R&W Insurance Policy to be paid to the insurer issuing the Purchaser R&W Insurance Policy in connection with the issuance of the Purchaser R&W Insurance Policy.
Purchaser has obtained an insurance policy that provides coverage for the benefit of Purchaser or its designee as the named insured for any potential breaches of any of the representations and warranties of Seller set forth in Article III (the “Purchaser R&W Insurance Policy”), which Purchaser R&W Insurance Policy will be bound on the Closing Date with a policy period commencing on the Closing Date pursuant to the Binder Agreement.