Examples of R&W Insurance Policies in a sentence
The Seller shall be given at least three (3) Business Days to review the terms of the R&W Insurance Policies and comment thereon (with such comments to be considered in good faith by the Buyer and the R&W Insurers) prior to binding any such R&W Insurance Policies.
The parties acknowledge and agree that the Buyer is obtaining the R&W Insurance Policies in connection with the Acquisition and the other transactions contemplated by this Agreement and the Ancillary Agreements.
The Buyer shall pay or cause to be paid to the R&W Insurers, all costs and expenses related to the R&W Insurance Policies, including the total premium, underwriting costs, brokerage commission, due diligence fees, Taxes related to such policy and other fees and expenses of such policy (“R&W Costs”); provided, that the Seller shall reimburse the Buyer for fifty percent (50%) of all R&W Costs as a Company Transaction Expense.
The parties acknowledge and agree that the R&W Insurance Policies shall contain a customary comprehensive waiver of any and all rights of subrogation and contribution the insurer might have against the Company Group, the Seller or any of their respective affiliates, other than in the case of Fraud.
The binders for the R&W Insurance Policies shall be in full force and effect, and there shall be no conditions to the issuance of the R&W Insurance Policies remaining unsatisfied other than payment of the premium by Buyer, such other administrative matters set forth in such binder and conditions which by their nature cannot be satisfied prior to Closing.
Notwithstanding anything to the contrary in this Agreement, the survival periods set forth in this Section 9.1 shall not affect or otherwise limit any claim made or available under the R&W Insurance Policies, or any claim relating to Fraud.
The Buyer shall make a true and complete copy of the R&W Insurance Policies, if any, available to the Seller promptly following its effectiveness.
Buyer has entered into binder agreements with respect to the R&W Insurance Policies, the primary binder of which (with the accompanying form of policy) is attached hereto as Exhibit D.
The R&W Insurance Policies are in full force and effect, subject only to the completion of the Transaction and the delivery of the certificates and other deliverables contemplated thereby in connection therewith, and, to the Knowledge of Purchaser, are valid, binding and enforceable against the parties thereto, in accordance with their terms, subject to the Enforceability Exceptions.
Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall affect the ability of the Buyer Indemnified Parties to make any claim under the R&W Insurance Policies.