Representation and Warranty Policy means that certain buyer side representations and warranties insurance policy in favor of Purchaser issued by the Representation and Warranty Policy Insurer that is being conditionally bound as of the date hereof.
Representation and Warranty Policy has the meaning set forth in Section 6.19.
Representation and Warranty Policy means a representation and warranty insurance policy that is being conditionally bound as of the date hereof, as evidenced by Exhibit 1.1(d).
Examples of Representation and Warranty Policy in a sentence
Purchaser agrees not to make, enter into or consent to, any amendment or waiver to the Representation and Warranty Policy following the Closing that would materially and adversely affect the rights or obligations of Seller or Specified Parties thereunder without the prior written consent of Seller.
The Representation and Warranty Policy shall be in full force and effect.
The cost of the Representation and Warranty Policy and any fees, costs or deductibles associated therewith shall be borne solely by Purchaser.
All costs of the Representation and Warranty Policy shall be paid by Purchaser.
Seller and Group Companies hereby agree to reasonably cooperate with the Purchaser’s efforts and provide assistance as may be reasonably required by Purchaser to obtain the Representation and Warranty Policy.
More Definitions of Representation and Warranty Policy
Representation and Warranty Policy has the meaning set forth in Section 5.1(e).
Representation and Warranty Policy means a policy or policies of insurance providing coverage in the amount of $30,000,000.00 insuring against the inaccuracy or breach of the Healthcare Compliance Representation on substantially the terms and conditions as set forth in the insurance binder attached hereto as Exhibit A.
Representation and Warranty Policy means that certain buyer side representation and warranty insurance policy issued by Ambridge Partners LLC to Parent.
Representation and Warranty Policy means the representation and warranty insurance policy acquired by Buyer in connection with the transactions contemplated by this Agreement and attached hereto as Exhibit C.
Representation and Warranty Policy has the meaning set forth in Section 10.2.
Representation and Warranty Policy means the buyer-side insurance policy between Buyer and QBE Specialty Insurance Company, bound on or prior to the Closing Date with respect to the representations and warranties set forth in ARTICLE II of this Agreement. “Seller’s Knowledge” means the actual knowledge of each of Xxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxx Xxxxxxxx and Xxxxx XxXxxxx. “Senior Credit Agreement” means that certain Amended and Restated Credit Agreement, by and among Seller, Parent, the other Loan Parties (as defined therein) from time to time party thereto, the Lenders (as defined therein) from time to time party thereto and ZB, N.A. dba Zions First National Bank, dated June 22, 2016. “Senior Debt” means the Indebtedness under the Senior Credit Agreement. “Senior Debt Consent Letter” means a consent letter from the holders of Senior Debt releasing all Liens relating thereto to the extent related to the Purchased Assets (as well as the consent to such release by the Administrative Agent (as defined in the Senior Credit Agreement)) upon receipt of the Senior Debt Paydown Amount, substantially in the form of Exhibit D hereto. “Senior Debt Paydown Amount” means the amount required to be paid as a payment on the Senior Debt as set forth in the Senior Debt Consent Letter. “Stretched Trade Payables” has the meaning set forth in Section 1.3(d). “Sub Debt” means the Indebtedness under the Sub Debt Agreement. “Sub Debt Agreement” means that certain Senior Subordinated Loan Agreement, by and among Patriot Capital II, L.P., Newspring Mezzanine Capital II, L.P., Seller and Parent, dated December 4, 2012 (as amended by Confirmatory Amendment to Senior Subordinated Loan Agreement, dated December 4, 2012), by First Amendment to Senior Subordinated Loan Agreement, dated July 21, 2013, by Second Amendment to Senior Subordinated Loan Agreement, dated October 24, 2013, by Third Amendment to Senior Subordinated Loan Agreement, dated January 29, 2015, by Fourth Amendment to Senior Subordinated Loan Agreement, dated March 9, 2016, by Fifth Amendment to Senior Subordinated Loan Agreement, dated March 16, 2016, and by Sixth Amendment to Senior Subordinated Loan Agreement, dated June 22, 2016. “Sub Debt Consent and Release” means the (i) consent of the holders of the Sub Debt to the consummation of the transactions contemplated by this Agreement and (ii) a general release of claims by the holders of the Sub Debt in favor of Buyer and its affiliates, substantially in the form of Exhibit E hereto. “Transaction Expe...
Representation and Warranty Policy means that certain third-party insurance policy in respect of representations and warranties of Seller, Bank and Parent in this Agreement and the other matters covered by such policy.