Representation and Warranty Insurance. If Buyer or any of its Affiliates procures a representation and warranty insurance policy (or other similar policy) (a “R&W Policy”), then (i) such R&W Policy shall be at Buyer’s sole expense and (ii) Buyer shall cause such R&W Policy to expressly include a waiver by the insurer of any and all subrogation rights (except in the case of Fraud) against any Seller, its Affiliates and their respective officers, directors and employees. Buyer shall cause each insured party under any such R&W Policy not to waive, amend, modify or otherwise revise such subrogation provision, or allow such provision to be waived, amended, modified or otherwise revised, in each case in a manner that is adverse to a Seller without the prior written consent of such Seller. Sellers shall reasonably cooperate with Buyer with respect to Buyer’s procurement of any such R&W Policy.
Representation and Warranty Insurance. Buyer may elect to obtain a buy- side representations and warranties insurance policy for its benefit (and its sole cost and expense) in respect of the Transaction (the “R&W Insurance Policy”). If Buyer obtains an R&W Insurance Policy, Xxxxx will confirm that the R&W Insurance Policy includes a provision stating that the insurer(s) thereunder (the “R&W Insurer”) will not receive and will irrevocably and unconditionally waive, and agree not to bring any action, or pursue or exercise, directly or indirectly, any and all rights and claims of subrogation, contribution, indemnification, recourse and any other rights and claims of recovery against the Sellers and their respective past, present or future direct or indirect shareholders, members, directors, officers, employees, partners, heirs, agents or Representatives (collectively, the “Seller R&W Parties”), except that the R&W Insurer may receive rights of subrogation against the Sellers in the event and to the extent that a payment under the R&W Insurance Policy arose out of Fraud by the Sellers, and then only against such Seller that committed the Fraud (and only to the extent of such Seller’s Liability); provided, that the Fraud of any Person will not be imputed to any other Person. Buyer will ensure that the R&W Insurance Policy (a) includes a provision stating that the Seller R&W Parties are express and intended third party beneficiaries of the R&W Insurance Policy, (b) will not be amended, waived or otherwise modified or revised in any way that adversely affects any of the Seller R&W Parties without prior written consent of the Sellers, and (c) does not require Buyer or any of its Affiliates to make or bring any proceeding against any Seller R&W Party in respect of any breach of a representation or warranty by Sellers in this Agreement or any Ancillary Agreement (other than in the case of Fraud by the Sellers). Within five (5) Business Days of the Closing Date, Sellers shall deliver, or shall cause to be delivered, to Buyer two (2) or more portable “thumb drives” in PC- readable format, that contain readable, working Adobe or other (i.e., Microsoft Office) portable document format files that set forth a complete and accurate set of documents made available, provided or delivered to Buyer prior to the Closing through the Data Room. Section 6.8
Representation and Warranty Insurance. The Purchaser shall have received representation and warranty insurance in an amount customary of a transaction of this size.
Representation and Warranty Insurance. The Buyer-Side Representations and Warranties Insurance Policy offered by AIG Specialty Insurance Company (Policy Number 24201285) (the “Representation and Warranty Policy”) shall have been issued, and coverage thereunder shall be in effect, in accordance with the terms set forth in such insurance policies, or Buyers shall have received assurance reasonably acceptable to Buyers that such issuance and effectiveness shall take effect in connection with the Closing; provided, that the condition shall be deemed satisfied, if (i) any failure by the Buyers to pay when due their portion of the premium under the Representation and Warranty Policy, or (ii) any other breach by the Buyers of their obligations in Section 4.19 shall have proximately caused the Representation and Warranty Policy to not have been issued.
Representation and Warranty Insurance. All of the conditions to the issuance of the R&W Insurance Policy shall have been satisfied and the “binder” with respect to the R&W Insurance Policy shall remain in full force and effect.
Representation and Warranty Insurance. The Buyer shall obtain the Representation and Warranty Policy and, in connection therewith, procure the insurer’s agreement to exclude any provision therefrom providing for subrogation against the Sellers except in the case of fraud. The Buyer shall provide a copy of any such Representation and Warranty Policy that it obtains to the Sellers’ Representative.
Representation and Warranty Insurance. From and after the binding of the R&W Insurance Policy, Buyers (a) shall provide Equity Seller with prompt written notice of any claim made against the R&W Insurance Policy and (b) shall not amend, modify, supplement or otherwise change, terminate or waive any provision of the R&W Insurance Policy in a manner materially adverse to the Sellers without the prior written consent of Equity Seller, which consent shall not be unreasonably withheld, conditioned or delayed.
Representation and Warranty Insurance. The R&W Insurance Policy is being conditionally bound as of the date hereof. Upon the Closing, subject to the satisfaction of the conditions set forth in the binder to the R&W Insurance Policy, Parent Group shall cause that the R&W Insurance Policy (on terms and conditions materially consistent with the copy of the R&W Insurance Policy that has been provided to the Shareholders’ Representative) shall be in full force and effect.
Representation and Warranty Insurance. Buyer covenants and agrees that any R&W Insurance Policy, if any, obtained by Buyer in connection with this Agreement shall expressly require the Insurer to waive any right of subrogation against each Seller, except in cases of fraud.
Representation and Warranty Insurance. Following the Effective Date, the Buyer Parties shall use commercially reasonable efforts to take, or cause to be taken, all reasonable actions and do, or cause to be done, all things reasonably necessary, proper or advisable in compliance with applicable Law to cause the R&W Insurance Policy to remain in full force and effect. From and after the Closing, Buyer shall maintain the R&W Insurance Policy in full force and effect for its term and shall not (and shall cause their respective Affiliates not to) amend, modify, terminate or waive the waiver of subrogation, without the prior written consent of the Seller Parent.
