Representation and Warranty Insurance definition

Representation and Warranty Insurance means that certain representation and warranty insurance policy with respect to the Fundamental Representations obtained by Seller at Seller’s sole cost and expense, meeting the following minimum requirements:
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Representation and Warranty Insurance means a representation and warranty insurance policy obtained by the Company at the Stockholders' sole cost and expense in an amount equal to 3% of the value of the Aggregate Parent Stock Consideration (for such purpose valued at $237.50 per share) insuring against any and all Tax liabilities in connection with the sale of intellectual property assets by Tradeum Technologies, Ltd. to the Company pursuant to that certain Transfer of Intellectual Property Agreement dated as of November 25, 1999 (the "IP Tax Liabilities") and which names the Company, its Subsidiaries and Parent as named insureds therein.
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Representation and Warranty Insurance has the meaning set forth in Section 6.16.
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Examples of Representation and Warranty Insurance in a sentence

  • Buyer shall pay or cause to be paid all costs and expenses related to the Representation and Warranty Insurance Policy, including the premium, underwriting fees, and surplus lines Taxes related to such policy.

  • The Representation and Warranty Insurance Policy and the Environmental Insurance Policy shall each be in full force and effect, except in the case that Purchaser fails to pay its portion of the total cost thereof.

  • Griffith, Deal Insurance: Representation and Warranty Insurance in Mergers and Acquisitions, 104 U.

  • Seller hereby agrees and acknowledges that on the date of this Agreement, Purchaser obtained a bindable quote with respect to the Representation and Warranty Insurance Policy, and Seller hereby agrees to pay, on the Closing Date, one-half (1⁄2) of the total cost to obtain such insurance policy, up to an amount equal to $250,000 in the aggregate.

  • Purchaser shall use commercially reasonable best efforts to obtain the Representation and Warranty Insurance Policy at or prior to Closing.

  • Representation and Warranty Insurance (RWI) policies shift the risk associated with indemnification to an insurer, allowing the parties to protect themselves from breaches while simultaneously facilitating negotiation by eliminating or reducing the post-closing obligations of the Sellers under the stock purchase agreement.

  • Representation and Warranty Insurance during the Pandemic Developments in Representation and Warranty Insurance ▪ At the beginning of the pandemic, when risks and impacts of COVID-19 were more unknown, insurers were broadly excluding RWI coverage for any breaches of representations and warranties linked to COVID-19.▪ As insurers have grown more comfortable with COVID-19-related risks over the past months, they have been more willing to provide narrower COVID-19 exclusions on a case-by-case basis.

  • First, I was joined on a panel by Bill Monat, Global Head of Transactional Liability for Mosaic Insurance, Julia Papastavridis, a Managing Director for Aon, and Caitlin Rose of Fasken in Toronto, Ontario, to discuss “Trends and Updates on Representa- tion and Warranty Insur- ance.” Representation and Warranty Insurance has become an important part of the toolbox of Private Equity M&A practitioners, and as we do periodically we revisited the product and discussed recent trends.

  • Any Losses payable by Seller pursuant to the terms of this A RTICLE VIII associated with such Claim shall be reduced by any proceeds received under the Representation and Warranty Insurance Policy with respect to such Claim.

  • The Representation and Warranty Insurance Assignment Agreement in substantially the form attached hereto as Exhibit M (the “RWI Assignment Agreement”) duly executed by the Aggregator.(o) Resignations or Removals.


More Definitions of Representation and Warranty Insurance

Representation and Warranty Insurance means that certain representation and warranty insurance policy with respect to the Fundamental Representations obtained by Seller at Seller’s sole cost and expense, meeting the following minimum requirements: (a) coverage for Losses arising out of a breach or inaccuracy of the Fundamental Representations, (b) a policy term that expires no sooner than the date that is 6 years after the Closing Date, (c) an aggregate limit of liability equal to no less than $10,000,000 and (d) exclusions reasonably acceptable to Buyer.
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Representation and Warranty Insurance is defined in SECTION 8.2(e).
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Related to Representation and Warranty Insurance

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Manufacturer’s Warranty means the warranty supplied from time to time by the manufacturer of the Goods as at the date of the acceptance of the Statement of Work; “PPSA” means the Personal Property Securities Xxx 0000; “Price” means the amount specified within each Statement of Work (subject to any Variation) or as otherwise specified from the Company to the Customer representing the cost for the Works; “Related Work” means any additional building, carpentry, painting, plastering, plumbing or other work or other trades that the Customer requires, which are not to be carried out by the Company; “Services” means the services provided by the Company to the Customer as part of the Works, which may include without limitation the installation of Goods; “Services Delay Charge” means the services delay charge (if any) set out in the Statement of Work; “Services Interruption Event” means any interruption to a Works caused by; a Force Majeure Event, the Customer’s failure to carry out or perform any obligation required of it under this agreement which in the sole opinion of the Company does or may cause a delay in the Works and any other matter which in the reasonable opinion of the Company will cause an interruption or delay in the performance of the Works; “Statement of Work” means the details outlining the provision of the Works, which statement can be delivered verbally or in writing (including email) and may include (where applicable) an estimate or quotation (as specifically expressed as the case) of costs; “Variation” means a change in the Statement of Work including the specifications, scope, time of supply, price or scale of the Works and such variation shall form part of this agreement; “Workmanship” means a good and high quality and standard of delivery in connection with the Services performed; “Works” means the supply of Goods and the provision of Services to the Customer as per each Statement of Work;

  • Warranty means a warranty made solely by the manufacturer,

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Origination Rep and Warranty Settlement means any settlement relating to claims arising from breaches of origination/selling representations and warranties that Xxxxxx Xxx enters into with a loan seller or servicer in lieu of requiring such loan seller or servicer to repurchase a specified pool of mortgage loans that includes one or more Reference Obligations, whereby Xxxxxx Mae has received the agreed-upon settlement proceeds from such loan seller or servicer. For the avoidance of doubt, any settlement that Xxxxxx Xxx may enter into with a servicer in connection with a breach by such servicer of its servicing obligations to Xxxxxx Mae with respect to Reference Obligations will not be included in any Origination Rep and Warranty Settlement. Moreover, a Reference Obligation subject to an Origination Rep and Warranty Settlement that is not a Credit Event Reference Obligation may be subsequently repurchased by the related loan seller or servicer due to certain breaches of representations and warranties, such as a breach of a representation or warranty relating to fraud or property title. Any amounts collected by Xxxxxx Xxx due to such subsequent repurchases will be allocated to the applicable Reference Tranches as Unscheduled Principal.

  • Purchaser’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Warranty Xxxx of Sale means the warranty (as to title) xxxx of sale covering the Aircraft executed by Manufacturer or an affiliate of Manufacturer in favor of Company and specifically referring to each Engine, as well as the Airframe, constituting a part of the Aircraft.

  • representation agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Repeating Representations means each of the representations set out in Clause 18.1 (Status), to Clause 18.22 (No Material Adverse Effect) other than Clause 18.3 (Binding Obligations), Clause 18.6 (Governing law and enforcement), Clause 18.7 (Deduction of Tax), Clause 18.8 (No filing or stamp taxes), paragraphs (a) and (b) of Clause 18.10 (No misleading information) and Clause 18.13 (No proceedings pending or threatened).

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Special Representations has the meaning set forth in Section 8.1.

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).