R&W Policy definition

R&W Policy means a representation and warranty insurance policy for the benefit of Buyer obtained in connection with this Agreement on the terms described on Schedule 1.01 of the Buyer Disclosure Schedule.

R&W Policy means that certain representations and warranties insurance policy issued by the R&W Insurer to the Buyer.

R&W Policy shall have the meaning set forth in Section 7.9.

Examples of R&W Policy in a sentence

• Buyer will obtain and conditionally bind the R&W Policy in substantially the form attached hereto as Exhibit D.

• On the Agreement Date, Purchaser has entered into a binder agreement providing for the issuance of an insurance policy with respect to the representations and warranties of the Sellers under this Agreement and Taxes of the Company and the Company Subsidiaries arising from or relating to the Pre-Closing Tax Periods, the form of which has been provided to the Seller Agent (the “R&W Policy”) and caused the binder agreement for the R&W Policy to be bound effective as of the Agreement Date.

• Purchaser shall bear and pay twenty-five percent (25%) and Sellers shall bear and pay seventy-five percent (75%) of the costs and expenses of the R&W Policy, including the underwriting costs, brokerage commissions and other fees and expenses of such policy.

• Except in the event of Losses resulting from Fraud, Sellers shall not have any liability with respect to any representation, warranty, covenant or agreement from and after the time that such representation, warranty, covenant or agreement ceases to survive hereunder; provided, however, that, the foregoing shall not limit any claim or recovery that may be available to Buyer under the R&W Policy.

• Nothing in this Agreement shall otherwise (x) preclude any Party hereto from seeking or obtaining any remedy in the case of Fraud or (y) limit or prohibit the rights of Purchaser to pursue recovery under (or limit any survival periods contained in) the R&W Policy.

More Definitions of R&W Policy

R&W Policy has the meaning set forth in Section 6.17.

R&W Policy means that certain representation and warranty insurance policy for the benefit of Parent obtained in connection with this Agreement.

R&W Policy has the meaning set forth in Section 4.06.

R&W Policy means that certain Buyer-Side Representations and Warranties Insurance Policy, issued by AIG Specialty Insurance Company, for the benefit of the Company as named insured;

R&W Policy means a stand-alone representation and warranty insurance policy purchased by Buyer in connection with the transactions contemplated by this Agreement.

R&W Policy shall have the meaning set forth in Section 5.18(a).

R&W Policy means the buyer-side representations and warranties insurance policy obtained in connection with the transactions contemplated hereby.