W&I Insurance definition

W&I Insurance or "W&I Insurance Policy" means the insurance policy issued by the W&I Insurer with the Purchaser as policyholder and beneficiary to provide coverage to the Purchaser in respect of Warranty Claims and Tax Indemnity Claims, a copy of which is attached as Schedule 11 (W&I Insurance Policy);

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W&I Insurance has the meaning ascribed to it in Section 10.8(a);

W&I Insurance has the meaning given to it in Recital (E);

Examples of W&I Insurance in a sentence

• The Seller’s liability for a Seller Representation Breach shall be excluded if and to the extent the damage incurred (i) is actually recovered under insurance policies (other than the W&I Insurance) or (ii) is actually recoverable from Third Parties (whereby any director, officer or employee of the Sold Business and Purchaser’s Representatives shall be deemed to be no third parties).

• Accordingly, the Purchaser undertakes to recover any amount in respect of any such Claim solely from the Insurer under the W&I Insurance.

• The Parties agree that the Liability Exclusion shall apply irrespective of whether the Purchaser takes out the W&I Insurance or not.

• The Parties agree that the risk of non-implementation of the W&I Insurance as well as the validity and collectability risk in respect of the W&I Insurance and hence, the risk to successfully claim and/or recover from the Insurer any Losses of the Purchaser resulting from a Claim for breaches of any of the Seller Representation (other than the Fundamental Representations) or the Tax Indemnity shall solely and irrevocably rest with the Purchaser.

• Purchaser and Seller will discuss in good faith in each case whether the Purchaser shall make claims for Fundamental Representations against the W&I Insurance or against the Seller – but the final decision will be in the sole discretion of the Purchaser.

More Definitions of W&I Insurance

W&I Insurance has the meaning given thereto in Clause 13.1.1. “W&I Insurer” means the underwriter(s) under the W&I Insurance.

W&I Insurance means the purchase side warranty and indemnity insurance policy to be subscribed by the Purchaser in the context of the transactions contemplated in this Agreement.

W&I Insurance. Policy means the warranty and indemnity insurance policy which may, at the Purchaser’s sole discretion, be entered into between the Purchaser and the W&I Insurer in relation to this agreement prior to the Completion Date;

W&I Insurance means the warranty and indemnity insurance policy to be entered into in connection with the Transaction; EU-DOCS\16547119.1

W&I Insurance means the insurance policy contracted by Buyer or its Affiliate with ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Partners Limited in relation to liability under the Warranties and the Tax Indemnity. The definitions set forth or referred to above apply equally to both the singular and plural forms of the terms defined. The words “include”, “includes” and “including” are deemed to be followed by the phrase “without limitation”. All references herein to Sections, Subsections and Schedules are deemed to be references to Sections and Subsections of, and Schedules to, this Agreement unless the context otherwise requires. Unless the context otherwise requires, any reference to any contract, instrument or Law is a reference to it as amended and supplemented from time to time. Any reference in this Agreement to a “day” or a number of “days” (without the explicit qualification of “Business”) is to be interpreted as a reference to a calendar day or number of calendar days and if a period of time is specified and dates from a given day or the day of an act or event, it will be calculated exclusive of that day. Unless a contrary indication appears, any reference in this Agreement to a time of day is a reference to Central European Time (CET). Any references to any English legal term for any action, remedy, method or judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include that which in that jurisdiction most nearly approximates to the English legal term in question. Except where expressly provided to the contrary, references to statutory provisions shall be construed as references to those provisions as respectively amended, consolidated, extended or re-enacted from time to time and shall include the corresponding provisions of any earlier legislation (whether repealed or not) and any orders, regulations, instruments or other subordinate legislation made from time to time under the statute concerned. Where it is necessary to determine whether a monetary limit or threshold set out in Section 10.2.1 has been reached or exceeded (as the case may be) and the value of any of the relevant claims is expressed in a currency other than euro, the value of each such claim shall be translated into euro at the Exchange Rate on the date of receipt of written notification of the existence of such claim in accordance with Section 10.3. A reference to a “person” shall be construed so as to includ...

W&I Insurance means warranty and indemnity insurance.

W&I Insurance means the buyer-side warranty & indemnity insurance policy issued by ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Partners Limited as coverholder for and on behalf of the underwriters on February 22, 2019 under policy number HG19WI4610.