Examples of Purchaser R&W Insurance Policy in a sentence
Notwithstanding the foregoing, the Purchaser Indemnitees shall not be required to pay over to the Seller any amounts recovered pursuant to the Purchaser R&W Insurance Policy, unless such amounts are duplicative of amounts paid by the Seller with respect to any Purchaser Indemnification Claim.
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.
For the avoidance of doubt, nothing in this Agreement is intended to, nor shall it have the effect of, limiting or diminishing Purchaser’s (or its Affiliates’ and their respective officers’, directors’, managers’, employees’, agents’, successors’ and assignees’) or any other Person’s right to seek or obtain recovery under the Purchaser R&W Insurance Policy.
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.
Prior to or in connection with the Closing, the Seller shall pay the applicable Purchaser R&W Insurance Provider the remaining premiums necessary for the issuance of the Purchaser R&W Insurance Policy up to a maximum of $2,500,000 (inclusive of the underwriting fee and premiums paid to bind the policy), with any excess over such amount to be paid directly by the Purchaser.
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.
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.
Section 4.1 Purchaser R&W Insurance Policy...................................................................................
From and after the issuance of the Purchaser R&W Insurance Policy, Purchaser shall not consent to any amendment or waiver of such policy in a manner adverse to the Company or the Members, including but not limited to any modification to the limitations on subrogation against any Member in the Purchaser R&W Insurance Policy, without such Member’s express written consent.
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.