R&W Insurance Costs definition

R&W Insurance Costs means any and all costs and expenses incurred by Purchaser (or the Company following the Closing Date) in connection with the R&W Insurance Policy, including any and all due diligence fees, underwriting, legal and premium costs, applicable surplus lines or premium tax and any other applicable tax, fee or surcharge related to the R&W Insurance Policy (including reasonable out-of-pocket legal fees and disbursements incurred by Purchaser in connection with obtaining the R&W Insurance Policy).
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R&W Insurance Costs means all of the costs of the R&W Policy including the premium, retention amounts, surplus lines, Taxes, fees, required quality of earnings report and any related broker compensation and underwriting fee.
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R&W Insurance Costs means the sum of the premium of $205,000, plus the related taxes and fees, including the underwriting fee, which are required to be paid to procure the R&W Insurance Policy, it being the agreement of the parties that Parent, on the one hand, and the Effective Time Holders, on the other hand, shall each pay fifty percent (50%) of such R&W Insurance Cost. For the avoidance of doubt, R&W Insurance Costs shall include any portion of the deposit with respect to the foregoing costs and fees paid by Parent on or around the date of this Agreement.
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Examples of R&W Insurance Costs in a sentence

  • Purchaser shall bear any and all R&W Insurance Costs incurred prior to, at or following the Closing.

  • There shall be no purchase price adjustment with respect to the R&W Insurance Costs except as specifically provided in the definitions of the “Common Stock Per Share Amount” and the “Preferred Stock Per Share Amount”.

  • Subject to clause (c) of “Transaction Expenses,” Purchaser shall be solely responsible for all costs to procure the R&W Insurance Policy, including the R&W Insurance Costs, as well as the cost of maintaining and making claims under the R&W Insurance Policy.

  • At or prior to the Closing, Purchaser shall pay or cause to be paid all R&W Insurance Costs.

  • Purchaser shall cause the R&W Insurance Policy to remain in full force and effect after the Closing until the expiration thereof pursuant to its terms, including (x) complying with and maintaining the R&W Insurance Policy in full force and effect pursuant to its terms, (y) paying when due all of the R&W Insurance Costs, and (z) satisfying on a timely basis all conditions necessary for the issuance of or continuance of coverage under the R&W Exhibit 2.1 Insurance Policy.


More Definitions of R&W Insurance Costs

R&W Insurance Costs means the premiums, underwriting fees, taxes, and all other costs and expenses associated with obtaining the R&W Insurance.
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R&W Insurance Costs means the costs of the R&W Insurance Policy, including the premium, Taxes and fees, and any related broker compensation, underwriting fees and due diligence fees.
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R&W Insurance Costs means all premiums, broker fees and underwriting fees paid at to the Closing to procure the R&W Insurance Policy.
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R&W Insurance Costs means the costs of the R&W Insurance Policy, including the premium, Taxes and fees, and any related broker compensation, underwriting fees and due diligence fees. Exhibit 2.1
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R&W Insurance Costs means all premiums, broker fees and underwriting fees paid at to the Closing to procure the R&W Insurance Policy. “Real Property” shall mean, collectively, (a) the Owned Real Property and (b) the Leased Real Property.
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Related to R&W Insurance Costs

  • Insurance Costs means the sums described in paragraph 1.1 of Part 5 of the Schedule;

  • group insurance means insurance, other than creditor’s group insurance and family insurance, whereby the lives of a number of persons are insured severally under a single contract between an insurer and an employer or other person; (“assurance collective”)

  • Crew Insurances means insurances against crew risks which shall include but not be limited to death, sickness, repatriation, injury, shipwreck unemployment indemnity and loss of personal effects.

  • Insurance adjuster means a person who directs or conducts the investigation, negotiation, or settlement of a claim under an insurance policy other than life insurance or an annuity, on behalf of an insurer, policyholder, or a claimant under an insurance policy.

  • Travel Insurance means coverage for personal risks incidental to planned travel, including one or more of the following:

  • Net Insurance/Condemnation Proceeds means an amount equal to: (a) any Cash payments or proceeds (including Cash Equivalents) received by the Borrower or any of its Restricted Subsidiaries (i) under any casualty insurance policy in respect of a covered loss thereunder of any assets of the Borrower or any of its Restricted Subsidiaries (other than, for purposes of Section 2.11(b)(ii), assets acquired after the Closing Date with the proceeds of equity contributions to, or the issuance of Qualified Capital Stock of, the Borrower or its Restricted Subsidiaries (in each case, other than contributions by, or issuances to, the Borrower or a Restricted Subsidiary) or (ii) as a result of the taking of any assets of the Borrower or any of its Restricted Subsidiaries (other than, for purposes of Section 2.11(b)(ii), assets acquired after the Closing Date with the proceeds of equity contributions or the issuance of Qualified Capital Stock of the Borrower or its Restricted Subsidiaries (in each case, other than contributions by, or issuances to, the Borrower or a Restricted Subsidiary)) by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (b) (i) any actual out-of-pocket costs and expenses incurred by the Borrower or any of its Restricted Subsidiaries in connection with the adjustment, settlement or collection of any claims of the Borrower or the relevant Restricted Subsidiary in respect thereof, (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest and other amounts on any Indebtedness (other than the Loans and any Indebtedness secured by a Lien on the Collateral that is pari passu with or expressly subordinated to the Lien on the Collateral securing any Secured Obligation) that is secured by a Lien on the assets in question and that is required to be repaid or otherwise comes due or would be in default under the terms thereof as a result of such loss, taking or sale, or payment of other amounts due to, or required to be made available to, any Person under any other Contractual Obligation binding such assets or to which such assets are subject (including, without limitation, in the case of Real Estate Assets, any ground lease, lease or other occupancy agreement) (iii) in the case of a taking, the reasonable out-of-pocket costs of putting any affected property in a safe and secure position, (iv) any selling costs and out-of-pocket expenses (including reasonable broker’s fees or commissions, legal fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith and the Borrower’s good faith estimate of income Taxes paid or payable (including pursuant to Tax sharing arrangements or any intercompany distribution)) in connection with any sale or taking of such assets as described in clause (a) of this definition, (v) any amounts provided as a reserve in accordance with GAAP against any liabilities under any indemnification obligation or purchase price adjustments associated with any sale or taking of such assets as referred to in clause (a) of this definition (provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Insurance/Condemnation Proceeds) and (vi) in the case of any covered loss or taking from a non-Wholly-Owned Subsidiary, the pro rata portion thereof (calculated without regard to this clause (vi)) attributable to minority interests and not available for distribution to or for the account of the Borrower or a Wholly-Owned Subsidiary as a result thereof.

  • Insurance Premiums shall have the meaning set forth in Section 6.1(b) hereof.

  • Other Insurance means insurance available to any covered person that covers a loss to which this policy applies, other than either primary insurance or insurance specifically purchased by you to be excess of the insurance afforded by this policy.

  • Insurance means comprehensive insurance of the vehicle(s)/equipment and shall include insurance of the crew.

  • R&W Insurance Policy means the representations and warranties insurance policy issued to Buyer in connection with the transactions contemplated hereby.