R&W Insurance Policy definition

R&W Insurance Policy means the representations and warranties insurance policy issued to Buyer in connection with the transactions contemplated hereby.

R&W Insurance Policy has the meaning set forth in Section 6.15.

R&W Insurance Policy means the representation and warranty insurance policy provided to Buyer by AIG Specialty Insurance Company in substantially the form attached hereto as Exhibit C.

Examples of R&W Insurance Policy in a sentence

• Buyer will not, and will cause the Specified Buyer Affiliate not to, without the prior written consent of Seller and Parent (such consent not to be unreasonably withheld, conditioned or delayed), amend, modify or waive the subrogation waiver, policy limit, retention amount or policy exclusions in the R&W Insurance Policy in a manner that is detrimental to Seller or Parent or would otherwise increase Seller’s indemnification obligations pursuant to Article XII.

• Prior to the Closing, Seller shall cooperate with Buyer and the Specified Buyer Affiliate, and take such actions as Buyer or the Specified Buyer Affiliate may reasonably request, in order to enable the Specified Buyer Affiliate to obtain the R&W Insurance Policy on the terms set forth in the R&W Binder.

• Prior to the Closing Date, each of the Parties shall, and shall cause its applicable Representatives (other than Affiliates who are not controlled) to, cooperate in good faith and use their respective reasonable best efforts to remove the exclusions in Section 4(h) of the R&W Insurance Policy.

• Buyer will provide each of Seller and Parent with copies of any amendments, modifications or waivers to the R&W Insurance Policy following the issuance thereof.

• Prior to the Closing, Parent has purchased the R&W Insurance Policy issued through the R&W Insurer; provided, however, that Members shall be responsible for 50% of all costs and expenses (including the premium, underwriting costs, brokerage commissions, taxes, and other fees and expenses) related to the issuance of the R&W Insurance Policy (the “Member R&W Insurance Expense”).

More Definitions of R&W Insurance Policy

R&W Insurance Policy means the “buyer-side” representations and warranties insurance policy being obtained by Parent in connection with the transactions contemplated herein.

R&W Insurance Policy means that certain insurance policy, to be issued by the R&W Insurer and to be bound as provided in Section 6.13, in the name and for the benefit of the Buyer Indemnified Parties.

R&W Insurance Policy means the buyer-side representation and warranty liability insurance policy, if any, bound in connection with this Agreement.

R&W Insurance Policy has the meaning specified in Section 8.07.

R&W Insurance Policy has the meaning set forth in Section 9.1.

R&W Insurance Policy means that certain representations and warranties insurance policy attached hereto as Exhibit B.

R&W Insurance Policy means the representation and warranty insurance policy issued to Buyer with respect to this Agreement in substantially the form delivered to the Sellers prior to the execution of this Agreement and attached hereto as Exhibit H.