R&W Insurance. During the Interim Period, Acquiror may (but shall not be required to) obtain a buyer-side representations and warranties insurance policy with respect to the representations and warranties of the Company, in the name of and for the benefit of Pubco (the “R&W Policy”), which the Acquiror shall give the Company and its Representatives a reasonable opportunity to review and must be reasonably satisfactory to the Company. The Company will use commercially reasonable efforts to provide to Acquiror, during the Interim Period, reasonable assistance as is reasonably required so as to permit the binding and issuance of the R&W Policy at or prior to the Closing, including the execution and delivery of such no-claims declarations as is reasonably necessary (with such exceptions as deemed necessary by the Company) in connection with the issuance of the R&W Policy; provided that any such no-claims declaration given by an officer of the Company shall only be required to be given in such individuals’ capacity as an officer of the Company, and not in any individual capacity; provided further that the failure to deliver any no-claims declaration or breach of the covenants set forth in this Section 7.09, shall not constitute a failure of the condition set forth in Section 10.02(b) to be satisfied. If obtained by Acquiror, the R&W Policy shall provide that (i) the insurer or a Person claiming through the insurer shall have no, and shall waive and not pursue any and all, subrogation rights against the Company (including any successor entities) or any of its (including any successor entities) Affiliates (including any Pre-Closing Holder) with respect to any claim made by any insured thereunder (except against such Person to the extent a claim is paid by the insurer under the R&W Policy as a direct result of such Person’s Fraud); (ii) the Company (including any successor entities) is a third-party beneficiary of such waiver with the express right to enforce such waiver; and (iii) no Person shall amend the R&W Policy in a manner adverse to the Company (including any successor entities) or any of its Affiliates (including any Pre-Closing Holder) (including, for the avoidance of doubt, to provide that the insurer or any other Person may bring a claim against the Company (including any successor entity) or its Affiliates (including any Pre-Closing Holder) by way of subrogation (except as a direct result of such Person’s Fraud)), without the Company’s prior written consent. All rea...
R&W Insurance. The Buyer shall have obtained the R&W Insurance Policy (without regard to clauses (ii) and (iii) in the definition thereof); provided that the foregoing condition precedent that the Buyer shall have obtained the R&W Insurance Policy (without regard to clauses (ii) and (iii) in the definition thereof) shall be deemed waived by Buyer in the event Buyer or LP Holdings has breached Section 5.12 in any material respect.
R&W Insurance. Purchaser shall maintain the R&W Insurance Policy in full force and effect and shall not modify, amend or waive the R&W Insurance Policy in any manner adverse to Seller, the Selling Subsidiaries or the Transferred Subsidiaries. Purchaser shall promptly notify Seller of any changes to the R&W Insurance Policy. Subject to Section 10.7, Purchaser shall pay the premium and any other fees and expenses payable to the insurer under the R&W Insurance Policy on or prior to Closing.
R&W Insurance. Purchaser has obtained a conditional binder for the R&W Insurance Policy, attached hereto as Exhibit C, and Purchaser acknowledges that a true, correct and complete copy of such conditional binder has been provided to Seller. The R&W Insurance Policy provides that the Insurer shall not be entitled to exercise, and shall waive and not pursue any and all, subrogation rights against Seller except to the extent that Seller committed Fraud; Seller shall be a third party beneficiary of such provision. Except as set forth in the immediately preceding sentence, Seller shall have no liability to the Insurer under the binder or the R&W Insurance Policy. Following the date hereof, Purchaser shall not amend the subrogation provisions, policy term, retention amount or coverage amount of the R&W Insurance Policy in any manner reasonably believed to be adverse to Seller without Seller’s prior written consent. Prior to the Closing, Purchaser shall take all action necessary to obtain and bind as of the Closing, and shall obtain and bind as of the Closing, the R&W Insurance Policy. Purchaser shall pay 100% of the total cost attributable to the placement of the R&W Insurance Policy, including premium, underwriting fees, broker fees and commissions, Taxes and all other fees and expenses related thereto.
R&W Insurance. The Purchaser shall use its commercially reasonable efforts to take all actions required to be taken by the Purchaser to obtain and bind the R&W Policy on the terms and conditions set forth in the Binder Agreement in order to satisfy any conditions to the effectiveness of the R&W Policy or the coverage to be provided thereby. The Purchaser shall pay or cause to be paid, all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy, as and when required by the Binder Agreement. Without limiting the generality of the foregoing, the Purchaser shall timely pay all premiums and other amounts required to cause the R&W Policy to become and/or remain effective in accordance with its terms as of the Closing. The R&W Policy shall be bound as of the date hereof, and shall include interim breach coverage for the period between the date hereof and the Closing. During the term of the R&W Policy, the Purchaser (i) shall, and shall cause its Subsidiaries and their Affiliates, to maintain the R&W Policy in full force and effect and (ii) shall not, and shall not permit its Subsidiaries to, (A) amend, repeal or modify any provision of the R&W Policy without Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed, it being understood that it shall not be unreasonable for Seller to withhold consent in the event that any such amendment, repeal or modification would adversely affect the Seller, in Seller’s sole discretion), (B) take any action or omit to take any action that would result in the cancellation, termination, amendment or modification of the R&W Insurance Policy or coverage thereunder other than by payment of claims thereunder, (C) permit the assignment, substitution or transfer of the rights or obligations of the insurer under the R&W Policy other than as allowed by the terms of the R&W Policy.
R&W Insurance. Each Party shall use its respective commercially reasonable efforts (and shall cause its subsidiaries and its and their respective personnel and advisors to use their commercially reasonable efforts to assist such Party) (i) to take such actions to ensure that, to the extent within its control or capable of influence by it, the R&W Insurance Policy shall be fully bound and effective as soon as practicable after the date hereof and (ii) to keep in effect the R&W Insurance Policy through the Closing until its expiration by its terms.
R&W Insurance. Buyer has provided Sellers’ Representative with the substantially final form of the R&W Insurance Policy to be effective as of the Closing Date (which will be subject to the customary post-Closing conditions under R&W Insurance Policy binder). Buyer has engaged with Euclid Transactional, LLC (the “R&W Insurance Provider”) to fully bind the R&W Insurance Policy effective as of the Closing Date, and Buyer has provided a form binder agreement with respect to such R&W Insurance Policy to Sellers’ Representative. Buyer will be responsible for all costs of the R&W Insurance Policy, including any costs to bind the policy and all premiums.
R&W Insurance. Acquiror has provided evidence satisfactory to the Company that the R&W Insurance Policy will be bound at signing of this Agreement. Acquiror shall not agree to amend the R&W Insurance Policy in a manner that permits the insurer to pursue any subrogation rights against an Indemnified Person or any holder of Units, other than as permitted pursuant to 8(a) of the R&W Insurance Policy. Acquiror shall pay, or cause to be paid when due, the premiums, the mitigation loss fee, and the surplus line Taxes payable in connection with the R&W Insurance Policy, whether due prior to or after the Effective Time.
R&W Insurance. Great American E&S Insurance Company, as insurer (the “R&W Insurer”), has bound, the R&W Insurance Policy for Purchaser’s benefit as of the Closing, as described in Section 5.15.
R&W Insurance. If Parent elects to obtain a R&W Insurance Policy, the Company shall, and shall cause its officers, directors, employees or agents to, reasonably cooperate with Parent and the R&W Insurer and any of their respective Affiliates or representatives in connection with the issuance of the R&W Insurance Policy, including, but not limited to, providing all documents and information reasonably requested by the R&W Insurer, its Affiliates or any of its or their respective representatives or required for the issuance of the R&W Insurance Policy.
