R&W Insurance Premium definition
Examples of R&W Insurance Premium in a sentence
The R&W Insurance Premium shall constitute a Transaction Expense.
For the avoidance of doubt, in the event that the Closing shall not take place, the Company shall not be required to pay the R&W Insurance Premium.
No later than three (3) Business Days prior to the anticipated Closing Date, Parent shall provide the Company with documentation reflecting an accounting of the R&W Insurance Premium Amount.
The R&W Insurance Policy shall have been issued and bound and remain in full force and effect, subject to the payment of any portion of the R&W Insurance Premium to be paid at the Closing.
The Purchase Price, less the amount of the R&W Insurance Premium, and less the Escrow Amount, shall be paid on the Closing Date by Buyers to Seller by wire transfer of immediately available funds to an account designated in writing by Seller to Buyers.
Purchaser shall have obtained the R&W Insurance Policy from an insurer and with terms mutually agreeable to Purchaser and the Sellers, and evidence of the binding of such coverage and payment of the R&W Insurance Premium by Purchaser, together with a copy of such policy, shall have been delivered to the Sellers.
The R&W Insurance Policy shall be effective, following the payment of the R&W Insurance Premium at Closing.
Prior to the Closing, Parent shall have obtained the R&W Insurance Policy from an insurer with terms mutually agreeable to Parent and the Stockholder Representative, with the R&W Insurance Premium being split equally by Parent and the Company (the Company’s share of such R&W Insurance Premium being deemed a Transaction Expense).
At Closing, in connection with the issuance of such R&W Insurance Policy, Buyer will pay, or will cause to be paid, the R&W Insurance Premium and the amount of any other costs, fees or expenses associated with obtaining the R&W Insurance Policy.
In furtherance of the foregoing, Parent shall (a) comply in all material respects with the R&W Insurance Policy; (b) pay when due all premiums, fees, costs and Taxes payable thereunder including the R&W Insurance Premium; and (c) assuming the Company’s and the Representative’s compliance with their respective covenants and agreements hereunder satisfy on a timely basis all conditions necessary for the issuance of or continuance of coverage under the R&W Insurance Policy in accordance with its terms.