R&W Insurance Expenses definition

R&W Insurance Expenses means all premiums, underwriting fees, Taxes and similar costs associated with Parent obtaining the R&W Insurance Policy.

R&W Insurance Expenses means all costs and expenses related to the procurement of the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commission, Taxes related to such policy and any other fees and expenses related to such policy.

R&W Insurance Expenses means all premiums, underwriting fees, Taxes and similar costs associated with Parent obtaining the R&W Insurance Policy. “R&W Insurance Policy” means the representation & warranty insurance policy issued by AIG Specialty Insurance Company.

Examples of R&W Insurance Expenses in a sentence

• Fifty percent (50%) of all R&W Insurance Expenses shall be borne by Xxxxx and the remaining fifty percent (50%) of such R&W Insurance Expenses shall be Transaction Expenses.

• The R&W Insurance Expenses shall be paid 100% by the Purchaser and 50% of the amount of the R&W Insurance Expenses shall be included as a Company Transaction Expense to reimburse the Purchaser.

• The R&W Insurance Policy is in full effect, and all conditions in the conditional binder to the R&W Insurance Policy (the “R&W Insurance Binder”) with respect to the insurer’s obligations to issue the R&W Insurance Policy shall be fully satisfied, with all other subjectivities for the R&W Insurance Binder and the R&W Insurance Policy timely satisfied (including by causing the timely payment of the R&W Insurance Expenses) or waived by the insurer under the R&W Insurance Policy.

• Prior to the Closing, the Buyer shall pay or cause to be paid, all R&W Insurance Expenses.

• Notwithstanding the foregoing or anything else in this Agreement to the contrary, the cost of the R&W Policy (including all R&W Insurance Expenses) shall be borne by Parent.

More Definitions of R&W Insurance Expenses

R&W Insurance Expenses means all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commission, Taxes related to such policy and other fees and expenses of such policy. For the purpose of clarity, the term “R&W Insurance Expenses” shall not include any expenses related to the Company Entities or Seller’s engagement of any broker for the purpose of obtaining a R&W Insurance Policy.

R&W Insurance Expenses all premiums (including additional premiums for any interim period as contemplated by the R&W Binder), surplus lines Taxes and other Taxes, commissions, underwriting fees and other fees and expenses paid and/or payable by or on behalf of Buyer or any Affiliate of Buyer to any R&W Insurer or broker in connection with the binding of and/or issuance of the R&W Insurance Policy.

R&W Insurance Expenses means the total premium, underwriting costs, brokerage commission, and Taxes related to the R&W Insurance Policy, and any contingent fee due to the R&W Insurance Provider pursuant to the R&W Insurance Policy. “R&W Insurance Policy” means the insurance policy attached hereto as Exhibit E. “Related Persons” means any manager, officer or director of the Company or any Equityholder. “Remaining Disputed Items” has the meaning set forth in Section 1.3(c). “Reply Deadline” has the meaning set forth in Section 1.3(c). “Representative” has the meanings set forth in the preface. “SALT Election” means an election under applicable state or local income Tax Law made by or with respect to the Company pursuant to which the Company will incur or otherwise be liable for any state or local Tax liability under applicable state or local Tax Law that would have been borne (in whole or in part) by the direct or indirect equity owners of the Company had no such election been made (e.g., any “Specified Income Tax Payment” as defined by IRS Notice 2020- 75). “Securities Act” means the Securities Act of 1933, as amended. “Seller” has the meaning set forth in the recitals. “Seller Parties” has the meaning set forth in Section 9.17(a). “Software” means computer programs, firmware, software, including object code, source code, executable code, and related documentation.

R&W Insurance Expenses has the meaning set forth in Section 12.12.

R&W Insurance Expenses means all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commission, Taxes related to such policy, other fees and expenses of such policy and any fees andexpenses of the R&W insurance broker incurred by the Company.

R&W Insurance Expenses means $769,175.

R&W Insurance Expenses means the premium payable to the R&W Insurer in connection with the issuance of the R&W Insurance Policy plus the insurance underwriting engagement fee, surplus line fees, related broker fees, Taxes and all other fees or charges due at Closing with respect to the R&W Insurance Policy.