R&W Insurance Policy definition

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

R&W Insurance Policy means the representation and warranty insurance policy to be issued to Buyer with respect to this Agreement in substantially the form delivered to Seller prior to the execution of this Agreement.

R&W Insurance Policy means the representations and warranty insurance policy taken out by the Purchaser as of the Closing Date with a reputable representation and warranty insurance provider in relation to the transactions contemplated herein, on terms and conditions set forth therein, which policy provides coverage of at least 20% of the Purchase Price.

Examples of R&W Insurance Policy in a sentence

• Following the Execution Date, Buyer shall use commercially reasonable efforts to satisfy the conditions set forth in the R&W Conditional Binder to cause the R&W Insurance Policy to be issued on the terms and in the form attached hereto as Exhibit D as soon as reasonably practicable following the Closing, including payment of all costs of such R&W Insurance Policy.

• Notwithstanding any other provision to the contrary, with respect to any liability for Fraud that is covered and collectible (in whole or in part) under the R&W Insurance Policy, Buyer shall, and shall instruct each member of the Buyer Group to, submit such claim for coverage under the R&W Insurance Policy and use good faith, reasonable efforts in order to pursue such claim under the R&W Insurance Policy.

• No claims for Title Defects may be submitted after the Claim Deadline, and any matters that may otherwise constitute Title Defects, but for which Xxxxx has not delivered a Title Defect Notice to Seller prior to the Claim Deadline, shall be deemed to have been waived by Buyer for all purposes of asserting a Title Defect under this Article 3 (but without limiting or waiving any rights or remedies of Buyer under the R&W Insurance Policy).

• Seller agrees to use commercially reasonable efforts to assist Buyer in its efforts to satisfy the conditions set forth in the R&W Conditional Binder, including providing such information, data, Records, or other reasonable information reasonably requested by the underwriters of such R&W Insurance Policy.

• For the avoidance of doubt, the Parties acknowledge and agree that (i) the procurement by Buyer of the R&W Insurance Policy is not a condition to Closing for any Person and (ii) all costs, fees and expenses with respect to obtaining the R&W Insurance Policy, including the total premium, underwriting costs, Taxes, brokerage commission, retention and other costs, fees and expenses of such policy, shall be borne one half (1/2) by Seller, on the one hand, and one half (1/2) by Xxxxx, on the other hand.

More Definitions of R&W Insurance Policy

R&W Insurance Policy means the Representations and Warranties Insurance Policy issued by the R&W Insurance Provider for an amount of R&W Insurance Limit Amount, for the benefit of Parent Group as the named insured in the form attached hereto as Exhibit E.

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

R&W Insurance Policy means the representations and warranties insurance policy to be obtained by Buyer insuring against any breach of the representations and warranties set forth in Articles III and IV of this Agreement, in accordance with the terms and subject to the conditions and limitations contained herein and therein.

R&W Insurance Policy means the representation and warranty insurance policy provided to Buyer by AIG Specialty Insurance Company in substantially the form attached hereto as Exhibit C.

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 a Buyer-Side Representations and Warranties Insurance Policy, in the form attached hereto as Exhibit A, obtained by Buyer, the cost of which shall be borne solely by Buyer.

R&W Insurance Policy means that certain buyer-side representations and warranties insurance policy in the form set forth on Exhibit B attached hereto, effective as of the date hereof and obtained by Buyer, which policy contains a waiver by the insurer of all subrogation rights against the Group Companies and Seller.