Representations and Warranties Insurance Policy definition

Representations and Warranties Insurance Policy means a representations and warranties insurance policy, which may be purchased by the Canadian Purchaser and/or the US Purchaser in respect of Canadian Claims and US Claims;

Representations and Warranties Insurance Policy means a Buyer-side Representations and Warranties Insurance Policy bound after the date of this Agreement that may be obtained by the Purchaser.

Representations and Warranties Insurance Policy means a policy of insurance providing coverage against the inaccuracy or breach of Holdco’s representations and warranties in Article IV hereof, a copy of which is attached hereto as Exhibit B.

Examples of Representations and Warranties Insurance Policy in a sentence

• The Company agrees to pay the non-refundable deposit and the premium payable under, and in accordance with the terms of, that certain Representations and Warranties Insurance Policy, effective on the date of this Agreement, between The Reliance Insurance Company of Illinois, as Insurer, and the insured named therein.

• Notwithstanding anything in this Agreement to the contrary, (a) no limitations (including the limitations set forth in this Article XI), qualifications or procedures in this Agreement shall be deemed to apply to any claim for Losses under the Representations and Warranties Insurance Policy and (b) nothing herein shall prevent Parent or any Affiliate thereof from making any claim under the Representations and Warranties Insurance Policy.

• After the Closing, the indemnification provisions of this Article XI, including recovery against the Indemnification Escrow Fund and the Representations and Warranties Insurance Policy, will provide the sole and exclusive remedy for any breach of any representation, warranty, covenant or obligation or other claim arising out of this Agreement or the transaction contemplated hereby, except for claims based on Fraud or intentional misrepresentation.

• At or prior to the Closing, Buyer shall cause [***] (the “R&W Insurer”) to effectuate the Buyer-Side Representations and Warranties Insurance Policy, bound by the R&W Insurer on the Signing Date, having terms and conditions as set forth in the Binder Agreement dated on or around the Signing Date and attached hereto as Exhibit G, with policy number [***] (as may be amended, modified or supplemented from time to time in accordance with this Agreement) (the “R&W Insurance Policy”).

• Notwithstanding the foregoing, the Representations and Warranties Insurance Policy shall include a waiver of subrogation clause pursuant to which the insurer agrees not to pursue any subrogation rights against the Indemnifying Party, except in the event of Fraud.

More Definitions of Representations and Warranties Insurance Policy

Representations and Warranties Insurance Policy means that certain transactional risk insurance policy to be underwritten by the Insurer (or other insurance company) with terms reasonably acceptable to Buyer and Seller.

Representations and Warranties Insurance Policy shall have the meaning assigned thereto in Section 7.2.

Representations and Warranties Insurance Policy means that certain Buyer-side Representations and Warranties Insurance Policy No. TLI0019031351 bound as of the date hereof and issued by CFC Underwriting Limited set forth on Exhibit F.

Representations and Warranties Insurance Policy means the representations and warranties insurance policy attached hereto as Exhibit H.

Representations and Warranties Insurance Policy means that certain transactional risk insurance policy to be underwritten by Maple Point Insurance Solutions, LLC, insuring Damages suffered by Parent as the named insured, in the form delivered by Parent to Representative prior to the execution of this Agreement.

Representations and Warranties Insurance Policy means the representations and warranties insurance policy issued by US00088495BL18A to Buyer, Policy Number XL Xxxxxx Insurance, in the form and substance attached hereto as Exhibit E.

Representations and Warranties Insurance Policy means that certain representations and warranties policy underwritten by Euclid Transactional, LLC, Master Policy Number ET111-000-090, insuring Losses suffered by the Buyer.