R&W Policy definition

R&W Policy means the representation and warranty insurance policy obtained by Buyer or its Affiliates, at their sole cost and expense, in connection with the transactions contemplated by this Agreement.

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

• Following Closing, the Purchaser shall not amend or waive, or permit the amendment or waiver of, the subrogation provisions contained in the R&W Policy benefitting the Vendors or otherwise amend, modify, restate, supplement or terminate the R&W Policy in a manner adverse to the Vendors without the prior written consent of the Vendors’ Delegate.

• The terms of the R&W Policy do not permit subrogation against the Vendors, the Group or Representatives of the foregoing for any claims made by the Purchaser under the R&W Policy, except in the case of Fraud.

• The Purchaser shall pay to the Escrow Agent, by wire transfer of immediately available funds to the account(s) specified by the Escrow Agent to the Purchaser, an amount equal to $[**] ($[**] of which constitutes one half of the retention under the R&W Policy) (the “Indemnity Holdback”).

• If any Claim can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage (including the R&W Policy), the Indemnified Party shall enforce such recovery, settlement or payment.

• The Purchaser is current in all premiums or other payments due under the R&W Policy and has otherwise complied in all material respects with all of its obligations under the R&W Policy.

More Definitions of R&W Policy

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 6.17.

R&W Policy means the representations and warranties buy-side insurance policy obtained by the Buyer in connection with the Transactions and attached hereto as Annex D.

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 has the meaning set forth in Section 4.16.

R&W Policy shall have the meaning set forth in Section 1.5(b)(iv).

R&W Policy means the representations and warranties insurance policy that is being bound as of the date hereof, and which is attached to this Agreement as Exhibit C.