R&W Insurance Policy definition

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

R&W Insurance Policy has the meaning set forth in Section 6.15.

R&W Insurance Policy means that certain representations and warranties insurance policy to be issued by AIG Specialty Insurance Company, and all excess policies issued by the other R&W Insurers in connection therewith, to the Specified Buyer Affiliate with effect as of the Closing Date pursuant to (and subject to the terms and conditions of) the R&W Binder for such policy (as such policy may be amended, modified or supplemented from time to time in accordance with Section 8.10).

Examples of R&W Insurance Policy in a sentence

• Notwithstanding anything herein to the contrary, nothing in this Section 12.2 shall be construed to affect or limit the ability of Purchaser or its Affiliates (including the Acquired Companies) to recover under the R&W Insurance Policy.

• For all Tax purposes, Purchaser and Seller agree to treat any indemnity payment (including all payments under the R&W Insurance Policy, which is an integral term of this transaction) under this Agreement as an adjustment to the Purchase Price unless otherwise required by law.

• The Parties acknowledge that the Purchaser has obtained the R&W Insurance Policy to provide the Purchaser with insurance coverage in respect of any inaccuracy or breach of any of the representations and warranties of the Seller or the Company contained herein, subject to the terms and conditions of the R&W Insurance Policy.

• The foregoing proviso shall not require the Purchaser to seek coverage under the R&W Insurance Policy with respect to any matter that is excluded from coverage under the terms of the R&W Insurance Policy.

• Purchaser shall be solely responsible for all costs to procure, maintain and make claims under the R&W Insurance Policy, including all premiums, broker fees, underwriting fees, retentions, Taxes, expenses and costs of any nature whatsoever.

More Definitions of R&W Insurance Policy

R&W Insurance Policy means that certain insurance policy, to be issued by the R&W Insurer and to be bound as provided in Section 6.13, in the name and for the benefit of the Buyer Indemnified Parties.

R&W Insurance Policy means the representation and warranty insurance policy, and related excess policies, between Parent and the insurers party thereto entered into on the date of this Agreement.

R&W Insurance Policy shall have the meaning set forth in Section 9.4(a).

R&W Insurance Policy means the buyer-side representation and warranty liability insurance policy, if any, bound in connection with this Agreement.

R&W Insurance Policy has the meaning set forth in Section 9.1.

R&W Insurance Policy means that certain representations and warranties insurance policy attached hereto as Exhibit B.

R&W Insurance Policy means the representation and warranty insurance policy issued to Buyer with respect to this Agreement in substantially the form delivered to the Sellers prior to the execution of this Agreement and attached hereto as Exhibit H.