Brandywine Clause Samples

Brandywine. Each Seller Party hereby makes the representations and warranties of such Seller Party set forth in Exhibit D to the extent set forth thereon.

Brandywine. Subject to the terms and conditions of ---------- this Section 5.4, at the Closing, the Sellers shall provide a guarantee to the Purchaser in form and substance reasonably acceptable to the Sellers and the Purchaser (the "Seller Guarantee"), as to the adequacy of the recorded reserves for losses and loss adjustment expenses as of the Closing for certain Insurance Company subsidiaries of Brandywine Holdings Corporation as well as with respect to such other liabilities of the Domestic Insurance Companies as the Purchaser may reasonably request (the "Guaranteed Reserves"). The Seller Guarantee shall indemnify the Purchaser or the Purchaser's subsidiaries against unanticipated increases in the Guaranteed Reserves in an aggregate amount as shall be agreed to by the parties. In exchange for and in full replacement of the Seller Guarantee, the Sellers may, at its option, obtain reinsurance (the "Replacement Reinsurance") from a mutually agreed upon third-party reinsurer to directly indemnify certain of the Domestic Insurance Companies against unanticipated increases in the Guaranteed Reserves in the same aggregate amount as has been agreed pursuant to the second sentence of this Section 5.4. In the event that, for whatever reason, Replacement Reinsurance has not been obtained at the Closing, then the Seller Guarantee shall automatically be void ab initio and shall be of no further force and effect immediately prior to the Closing without any action on the part of any person, and the Sellers shall have no liability or obligation whatsoever to the Purchaser or any subsidiary or affiliate of the Purchaser, including, without limitation, the Purchaser's Insurance Company subsidiaries, with respect to such Seller Guarantee.

Brandywine. Recipient acknowledges that Brandywine has no authority to make any representation, warranty or commitment of any kind on behalf of Company, and Brandywine shall have no liability for any disclosure, representation, warranty or commitment by Company, even if communicated by or through Brandywine. Recipient agrees to defend, indemnify and hold Brandywine and its agents, employees and representatives, harmless from any claim, demand, damage, reasonable expense, liability, loss, suit and/or causes of action whatsoever, which is not a result of Brandywine’s gross negligence, willful misconduct, or wrongful action, by reason of any injury or damage which has been sustained or may be sustained as a result of this Agreement, or is related to the Transaction.