R&W Insurance definition
R&W Insurance means the insurance coverage provided pursuant to the R&W Insurance Policy.
R&W Insurance means the insurance coverage provided pursuant to a buyer-side representation and warranty insurance policy that is summarized in that certain policy, effective as of the date hereof, by and between AIG Specialty Insurance Company and Parent.
R&W Insurance means any representation and warranty insurance payable to any Loan Party, including pursuant to the Buyer-Side Representations and Warranties Insurance Policy (Policy Number: 017551146) dated the Closing Date provided by AIG Specialty Insurance Company to BlueLinx with respect to the Cedar Creek Acquisition or such other representation and warranty insurance issued to a Loan Party.
Examples of R&W Insurance in a sentence
Notwithstanding anything set forth in this Agreement to the contrary, nothing set forth in this Agreement shall (y) prohibit claims against a Party in respect of its Fraud, or (z) limit or modify any claims, rights or remedies of the insureds under the R&W Insurance Policy or inhibit or prevent the insureds from obtaining any remedies against any R&W Insurer.
More Definitions of R&W Insurance
R&W Insurance means the insurance coverage provided pursuant to the buyer-side representation and warranty insurance policies as set forth in (i) that certain policy, effective as of the date hereof, by and between Euclid Transactional, LLC and White Mountains Catskill Holdings, Inc. and (ii) that certain policy, effective as of the date hereof, by and between Great American E&S Insurance Company and White Mountains Catskill Holdings, Inc., attached hereto as Exhibit H and Exhibit I, respectively.
R&W Insurance means the policy issued pursuant to that certain Buyer-Side Representations and Warranties Insurance Binder dated as of the date hereof between Buyer and AIG Specialty Insurance Company.
R&W Insurance has the meaning ascribed to it in Clause 1.3.
R&W Insurance means that certain binding representations and warranties insurance policy for the benefit of Buyer and Buyer’s Affiliates issued as of the Closing Date by Illinois Union Insurance Company, a copy of which has been provided to the Shareholders’ Representative.
R&W Insurance means an insurance policy which may be acquired by Buyer on or prior to the Closing Date, naming Buyer as the insured, which policy insures Buyer for breaches of the representations and warranties given by Seller or the Company under this Agreement.
R&W Insurance means the buy-side representations and warranties insurance policy underwritten by Liberty Surplus Insurance Corporation and issued to the Purchaser in connection with this Agreement and the transactions contemplated hereby.
R&W Insurance. Policy”), which expressly provides that (i) the R&W Insurer has no subrogation rights, and will not pursue any subrogation claims against Seller, or any of its past, present, or future Affiliates, or any of the foregoing’s respective past, present, or future, direct or indirect, equityholders, securityholders, owners, members, managers, general or limited partners, subsidiaries and/or Representatives, or any of their respective successors and assigns (collectively, the “Seller Parties”); provided, however, that the R&W Insurer will only receive subrogation rights, and may pursue subrogation claims, against Seller, and then only in the event and to the extent that (a) a payment under the R&W Insurance Policy is directly attributable to Fraud by Seller with respect to the making of the representations and warranties contained in Article IV of this Agreement, in each case, as qualified by the Schedules, and (b) Buyer would be entitled to bring such claim for Fraud against Seller under this Agreement; (ii) the Seller Parties are each a third-party beneficiary of the subrogation waiver provision of the R&W Insurance Policy described in clause (i) with the ability to enforce such subrogation waiver provision (such provisions described in this clause (ii) and the preceding clause (i), the “R&W Subrogation Waiver”); (iii) Buyer may not amend or modify the R&W Subrogation Waiver in any manner that would adversely affect the Seller Parties without Seller’s prior written consent (which consent may be withheld in Seller’s sole discretion); and (iv) Buyer is not required to pursue remedies against any of the Seller Parties as a condition to making a claim under such R&W Insurance Policy. Seller shall (x) promptly following the Closing, deliver, or cause to be delivered, to Buyer electronic copies of the Data Room and (y) use commercially reasonable efforts to respond to reasonable information requests from Buyer related to Buyer’s efforts to cause the removal of any potential coverage exclusions or limitations under the R&W Insurance Policy. Buyer shall bear the cost of the premium and other fees and costs of procuring the R&W Insurance Policy.