R&W Insurance Policies definition

R&W Insurance Policies means, collectively, the representation and warranty insurance policies to be issued to Buyer pursuant to the binders entered into on or prior to the date hereof with (i) Liberty Surplus Insurance Corporation, as primary insurer (ii) National Fire & Marine Insurance Company, as first excess insurer, (iii) Liberty Surplus Insurance Corporation, as second excess insurer, and (iv) the insurers set forth in the related Aon transaction liability sidecar facility policies.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

R&W Insurance Policies means the representation and warranty insurance policies issued by the R&W Insurers to the Buyer with respect to the representations and warranties in this Agreement, substantially in the form attached hereto as Exhibit I.

R&W Insurance Policies means the Representation and Warranty Insurance Policies conditionally bound on the date of this Agreement and to be purchased by and issued to the Purchaser in substantially the form attached as Exhibit C.

Examples of R&W Insurance Policies in a sentence

Buyer agrees to pay the total premium and other associated costs related to the purchase of the R&W Insurance Policies on or before the Closing Date, provided that fifty percent (50%) of such cost shall be deducted from the Initial Purchase Price as a Transaction Expense.
In connection with the transactions contemplated by this Agreement, concurrently with the execution and delivery of this Agreement, Buyer is entering into binder agreements with respect to R&W Insurance Policies to be obtained in connection with the transactions contemplated hereby.
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 R&W Insurance Policies shall provide that the insurer may not seek to enforce or enforce any subrogation rights it might have against any Shareholder, or any Affiliate of any Shareholder, as a result of any alleged breach of any representation or warranty under ARTICLE III or ARTICLE IV, except with respect to Fraud.
Purchaser acknowledges that the R&W Insurance Policies insuring Purchaser for any Losses due to breaches of representations and warranties of Seller under Article III substantially in the form attached as Exhibit D hereto (collectively, the “R&W Insurance Policy”) have been obtained as of the date hereof.
Each of Target and Acquiror shall, and shall cause each of their respective Affiliates and their Representatives to, cooperate with the other party, and shall execute and deliver such documents and take such actions as the other party may request, in order to enable Acquiror to obtain the R&W Insurance Policies.
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.
In calculating amounts payable to any Acquiror Indemnified Person hereunder, the amount of any indemnified Damages shall be determined net of any amounts actually recovered by any Acquiror Indemnified Person (or its Affiliates) under the R&W Insurance Policies, other insurance policies or other third parties with respect to such Damages.
To the knowledge of the Purchaser, there is no fact or occurrence as of the date of this Agreement that would cause the conditions to the issuance of the R&W Insurance Policies not to be satisfied, and the Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Binder Agreement.
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.

More Definitions of R&W Insurance Policies

R&W Insurance Policies means the ILG R&W Insurance Policy and the ISI R&W Insurance Policy.

R&W Insurance Policies means Purchaser’s representation and warranty insurance policies obtained in connection with this Agreement in substantially the form attached hereto as Exhibit C.

R&W Insurance Policies means, individually or collectively, as the context may require, the representations and warranties insurance policies issued to Parent by the R&W Insurers in connection with the Merger and the other Transactions, each substantially in the form previously delivered to the Company.

R&W Insurance Policies means those certain buyer representations and warranties insurance policies attached as Exhibit B to the Merger Agreement. “Record Date” means [ ], 2025.

R&W Insurance Policies means the R&W Insurance Policy and the Excess Insurance Policy, if any, collectively.

R&W Insurance Policies means, collectively, the R&W Insurance Policy of Buyer and the R&W Insurance Policy of Trican Parent.