R&W Insurance Policy. (a) Buyers have negotiated the R&W Insurance Policy. Immediately following the execution and delivery of this Agreement, Buyers shall bind coverage in respect of the R&W Insurance Policy to incept as of the execution and delivery of this Agreement and shall timely pay that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of the R&W Insurance Policy when due. Buyers shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required by the R&W Insurer in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance Policy. The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waives, and agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers or any of their Affiliates or representatives with respect to any claim made by any insured thereunder unless such claims were the result of fraud prior to the Closing by any Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, the R&W Insurance Policy. Buyers shall not take affirmative action to amend the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller without the consent of such Seller.
R&W Insurance Policy. The R&W Insurance Policy shall be bound and in full force and effect on or prior to the Closing Date.
R&W Insurance Policy. Buyer has received a written commitment from the R&W Insurer to fully bind the R&W Insurance Policy effective as of the Closing Date. Buyer represents and warrants to Seller that it has provided a true and correct copy of such commitment to Seller that is in full force and effect prior to the Execution Date. The Parties acknowledge that obtaining such commitment and the R&W Insurance Policy is a material inducement to each of the Parties’ entering into the Transaction, and that Seller is relying on Buyer’s covenants and obligations set forth in this Section 4.9. Notwithstanding the foregoing, for the avoidance of doubt, Buyer acknowledges and agrees that obtaining the R&W Insurance Policy is not a condition to the Closing and Buyer shall remain obligated, subject only to the satisfaction or waiver of the conditions set forth in Article VI of this Agreement, to consummate the Transaction.
R&W Insurance Policy. Purchasers shall not, and shall not permit any of their Affiliates to, amend, modify or waive the subrogation provision of the R&W Insurance Policy in a manner that is adverse to Seller or any of its Affiliates or Representatives without the prior written consent of Seller.
R&W Insurance Policy. As of the date hereof, Purchaser has bound, executed and delivered the R&W Insurance Policy. Purchaser has delivered a copy of the R&W Insurance Policy to Seller in connection with the execution of this Agreement. The R&W Insurance Policy is in full force and effect and has not been modified, amended or waived in any manner adverse to Seller or the Selling Subsidiaries.
R&W Insurance Policy. Buyer shall have obtained and bound the R&W Insurance Policy with coverage to incept effective as of the signing date of this Agreement.
R&W Insurance Policy. Acquiror shall take, and shall cause its respective Affiliates to take, all commercially reasonable actions necessary to cause the R&W Insurance Policy to be issued promptly following the Agreement Date. The Company, the Seller Guarantors and the Sellers shall reasonably cooperate with Acquiror in connection with obtaining the R&W Insurance Policy. The insurer(s) of the R&W Insurance Policy and any other Person shall not receive rights of subrogation or other rights of recovery except as expressly set forth in the R&W Insurance Policy. None of Acquiror, the Company or their respective Affiliates or any other Person shall amend, waive or otherwise modify the R&W Insurance Policy in any manner that would be materially adverse to, or that would allow the insurer(s) under the R&W Insurance Policy or any other Person to subrogate or otherwise make or bring any claim or legal proceeding under the R&W Insurance Policy against, any Seller Guarantor, any Seller or their respective Affiliates (or, as to each of the foregoing, any past, present or future director, manager, officer, employee or advisor of any of the foregoing) based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement other than in the case of Fraud.
R&W Insurance Policy. Prior to, concurrently with or promptly following the execution of this Agreement, Purchaser Parent shall cause to be bound and incepted a representations and warranties insurance policy (the “R&W Insurance Policy”). Upon satisfaction of the applicable conditions in the conditional binder, Purchaser Parent shall pay, or cause to be paid, the premium and all other costs required for issuance of the R&W Insurance Policy at or promptly following the Closing. The R&W Insurance Policy shall include a provision whereby the insurer expressly waives, and irrevocably agrees not to pursue, directly or indirectly, any subrogation rights against Parent or any of its Affiliates, or any former shareholders, managers, members, directors, officers and employees of any of the foregoing with respect to any claim made by any insured thereunder, which waiver Parent may enforce directly against the insurer of the R&W Insurance Policy, other than in the event of Fraud on the part of the Sellers in respect of any of the representations set forth in Article 3. Purchaser Parent shall not, and shall cause the Purchasing Entities not to, waive, amend, modify or otherwise revise this subrogation provision under the R&W Insurance Policy, or allow such provision to be waived, amended, modified or otherwise revised by any other Person, in each case, without Parent’s prior written consent, which Parent may grant or withhold in its sole discretion. Parent shall provide such cooperation as is customary and reasonably requested by Purchaser Parent in connection with Purchaser Parent’s efforts to obtain the R&W Insurance Policy.
R&W Insurance Policy. The Buyer and its Affiliates shall cause the R&W Insurance Policy to be bound effective as of the date hereof. The Buyer shall timely pay all premiums and other amounts required to cause the R&W Insurance Policy to become effective in accordance with its terms. The Buyer will not, and will cause their Affiliates not to, amend, waive or otherwise modify the R&W Insurance Policy in any manner that is adverse to the Sellers without the prior written consent of the Seller Representative. The R&W Insurance Policy shall provide that the R&W Insurer shall have no subrogation right, entitlement of privilege, or any recourse whatsoever, against the Sellers or their Affiliates pursuant to this Agreement, the R&W Insurance Policy, the negotiation, execution or performance of this Agreement and the transactions contemplated hereby, or otherwise, except against a Seller in the case of a matter arising directly from such Seller’s Fraud.
R&W Insurance Policy. Prior to the Closing, Purchaser shall maintain the R&W Insurance Policy as bound as of the date hereof and shall timely satisfy all conditions necessary for the continuation of coverage under the R&W Insurance Policy. Following the Closing, Purchaser shall not, without the written consent of the Sellers Representative, amend the subrogation provisions of the R&W Insurance Policy in a manner that is detrimental to the Sellers.
