Examples of R&W Insurers 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 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 Policy is intended to be a contract between Buyer and the R&W Insurers separate and apart from this Agreement.
As a result, there are no fiscal year 2009-2010 special taxes outstanding at this time.
The parties shall use reasonable best efforts to procure that the R&W Insurance Policy provide that Berkshire Hathaway Specialty Insurance and other underwriters of the R&W Insurance Policies (the “R&W Insurers”) shall have no right of subrogation against the Sellers or any of their Affiliates, and the R&W Insurers have waived any such right of subrogation, except in the case of Fraud.
With respect to the matters subject to indemnification pursuant to Section 9.02(f), Emerald and Sapphire shall, mutatis mutandis, have the same rights as the R&W Insurers have with respect to breaches and inaccuracies of the representations and warranties covered by the R&W Insurance Policy, including, without limitation, rights to subrogation and rights to receive information relating to any claim.
Except as expressly set forth in the Binder Agreements, there are no conditions precedent to the obligation of the R&W Insurers to issue the R&W Insurance Policies.
On or before the date of this Agreement, the Purchaser has delivered to the R&W Insurers (with a copy to the Sellers) an inception no claims declaration in the form required to be delivered in accordance with the applicable Binder Agreement and has paid in full any and all premiums or other fees or expenses required to be paid and due as of such date pursuant to the terms of the Binder Agreements.
The Binder Agreement has not been amended, restated or otherwise modified or waived on or prior to the date of this Agreement and the commitments of the R&W Insurers contained in the Binder Agreements have not been withdrawn, modified or rescinded on or prior to the date of this Agreement.
Purchasers will not, without the consent of each Seller, amend the R&W Insurance Policy in a manner adverse to Sellers, including any section of the R&W Insurance Policy that would expand the R&W Insurer's right to subrogate against Sellers and their Affiliates, officers, directors, employees, shareholder and owners.