Representation and Warranty Insurance Policy Sample Clauses

Representation and Warranty Insurance Policy. Seller acknowledges that Buyer is entering into the Representation and Warranty Insurance Policy and that, in connection therewith, a Buyer Indemnified Party may make claims for the same Loss or series of related Losses under both this Article 8 and the Representation and Warranty Insurance Policy; provided, that in no event may a Buyer Indemnified Party recover amounts from Seller and pursuant to the Representation and Warranty Insurance Policy aggregating an amount in excess of its Losses with respect to such claim, and any such excess amounts received by any such Buyer Indemnified Party shall promptly be paid over to Seller in accordance with Section 8.04(c). Seller further acknowledges and agrees that the denial of any claim by any Buyer Indemnified Party under the Representation and Warranty Insurance Policy shall not be construed as, or used as evidence that, such Buyer Indemnified Party is not entitled to indemnification under this Article 8.
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Representation and Warranty Insurance Policy. Purchaser has provided the Company with a final copy of the buyer-side representations and warranties insurance policy to be obtained by Purchaser and issued in the name of Purchaser in connection with this Agreement (collectively, with the binder agreement associated therewith, the “R&W Insurance Policy”). The R&W Insurance Policy, in the form provided to Purchaser, will be bound on the date of this Agreement. Except in the case of Fraud, the R&W Insurance Policy shall at all times provide that the insurer(s) thereunder (including any underwriting representative or agents thereof) expressly exclude any subrogation rights in favor of any party against the Equityholders and their respective Affiliates, and any of their past, present or future direct or 72 indirect parents, shareholders, equityholders, members, directors, officers, partners or employees and Representatives (or the functional equivalent of any such position) (the “Equityholder Related Parties”) arising out of, as a result of, or related to this Agreement, or the negotiation, execution or performance of this Agreement. From and after the binding of the R&W Insurance Policy, Purchaser shall not, and shall cause its Affiliates, Representatives and the Purchaser Indemnified Parties not to, procure, or amend, waive or otherwise modify the R&W Insurance Policy in any manner materially adverse to any Non-Recourse Party or Equityholder Indemnifying Party, including in connection with the provisions as required by this Section 6.13. Purchaser will not novate, or otherwise assign its rights under the R&W Insurance Policy (or do anything which has similar effect); provided, that, Purchaser shall have an absolute right, without having to obtain any Non-Recourse Party’s or Equityholder Related Party’s prior written approval, to assign its rights under the R&W Insurance Policy, in whole or in part, at any time to an Affiliate of the Purchaser or to any successor to Purchaser or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) by merger, consolidation or reorganization so long as such assignment does not adversely impact any Non-Recourse Party or Equityholder Related Party. Purchaser shall use reasonable best efforts to cause the R&W Insurance Policy to remain in full force and effect after Closing, including (a) complying with and maintaining the R&W Insurance Policy in full force and effect, (b) timely paying or causing to be timely paid, all fees and expenses requi...
Representation and Warranty Insurance Policy. Attached as Exhibit C is a true and complete copy of the Insurance Binder (the “R&W Binder”) for that certain primary Representation and Warranty Insurance Policy, Policy No. QPL-1549187 (the “R&W Policy”), issued by QBE Specialty Insurance Co. (the “R&W Insurer”), together with a true and complete copy of the form of R&W Policy attached thereto. The R&W Binder has been executed by Purchaser and the R&W Insurer and is, or will be as of the date hereof, bound and has not been cancelled or terminated, and the R&W Insurer has not provided written notice to Purchaser that it intends to cancel or terminate the R&W Policy. Purchaser is in compliance as of the date hereof with the applicable terms set forth in the R&W Binder.
Representation and Warranty Insurance Policy. Bxxxx has obtained the Representation and Warranty Insurance Policy from a reputable insurance company or managing general underwriter chosen by Bxxxx. The Representation and Warranty Insurance Policy names Buyer as the “named insured” and Bxxxx’s Affiliates (including, post-Closing, the Companies) as additional insureds, and provides (a) coverage to include inaccuracies in and breaches of all representations and warranties of the Seller and Holdings, and (b) except in the case of claims of Fraud under this Agreement, insurer will not be entitled to (and affirmatively waives) subrogation rights of recovery against the Seller or its Affiliates or Representatives. The Representation and Warranty Insurance Policy attached hereto as Exhibit B is accurate, true, correct, and complete and the same has not, to the Knowledge of Buyer, been revoked or terminated nor to the Knowledge of Buyer do any conditions exist that would render such documents void, voidable, or rescindable.
Representation and Warranty Insurance Policy. The Parties acknowledge and agree that, as of or prior to the Execution Date, Xxxxx has procured the Representation and Warranty Insurance Policy Conditional Binder, attached hereto as Exhibit B (the “Representation and Warranty Insurance Policy Conditional Binder”). Following the execution of this Agreement, Buyer shall use commercially reasonable efforts to satisfy the conditions set forth in the Representation and Warranty Insurance Policy Conditional Binder to cause the Representation and Warranty Insurance Policy to be issued on terms and in the form set forth in the Representation and Warranty Insurance Policy Conditional Binder as soon as practicable and Seller shall reasonably cooperate with Buyer in connection therewith. Buyer shall cause the Representation and Warranty Insurance Policy to expressly provide that the insurer(s) issuing the Representation and Warranty Insurance Policy shall waive or otherwise not pursue any
Representation and Warranty Insurance Policy. (a) The Parties will cooperate and use their respective commercially reasonable efforts to cause the Policy to be issued to Purchaser Party on or prior to the Closing Date. Without limiting the foregoing, Purchaser and Purchaser Party will each use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain and to consummate the issuance of the Policy on the terms and conditions described in the Binder Agreement, including using its commercially reasonable efforts to (i) maintain in effect the Binder Agreement, (ii) satisfy on a timely basis all conditions applicable to Purchaser and Purchaser Party contained in the Binder Agreement, including participation in the Insurer’s “bring downdiligence review and the payment of the Policy Premium and any other amounts required as a condition to the issuance of the Policy, (iii) upon the satisfaction or waiver of such conditions, consummate the issuance of the Policy on or prior to the Closing Date, (iv) comply with its obligations under the Binder Agreement, and (v) fully enforce its rights under the Binder Agreement in the event of any failure by the Insurer to issue the Policy.
Representation and Warranty Insurance Policy. At or prior to the Closing, Buyer shall pay the final premium and all other fees or costs associated with the Representation and Warranty Insurance Policy. Buyer acknowledges and agrees that the Representation and Warranty Insurance Policy shall not be amended or modified from that set forth on Annex C adversely to the Sellers without the prior written consent of the Sellers in their sole discretion. The Representation and Warranty Insurance Policy shall provide that neither Buyer nor the insurance carriers shall have any rights of subrogation with respect to any Seller or any of their Affiliates, except in connection with Fraud.
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Representation and Warranty Insurance Policy. (a) Buyer and the Sellers acknowledge that Buyer is obtaining the Representation and Warranty Insurance Policy for purposes of certain coverage of Losses related this Agreement. Nothing in this Agreement shall limit the right of Buyer or its Affiliates (including, following Closing, the Company Group) to make claims against the Representation and Warranty Insurance Policy. For purposes of clarity, as between Buyer or its Affiliates (including, following Closing, the Company Group), on the one hand, and the insurer under the Representation and Warranty Insurance Policy, on the other hand, none of the terms, limitations, conditions and restrictions on claims set forth in this Article XI or elsewhere in this Agreement shall affect the rights of Buyer and its Affiliates (including, following Closing, the Company Group) under the Representation and Warranty Insurance Policy, which rights shall be governed solely thereby.
Representation and Warranty Insurance Policy. In connection with the Closing, the Evolent Entities may obtain and pay for, and the Company shall, and shall cause each of its Subsidiaries to, reasonably cooperate with the Evolent Entities prior to the Closing in order to obtain a purchaser-side representations and warranties insurance policy (the “Representation and Warranty Policy”) to provide coverage for the Evolent Entities with respect to Losses suffered or incurred with respect to breaches of or inaccuracies in the representations and warranties set forth in Article 5.
Representation and Warranty Insurance Policy. Promptly following the Closing, Purchaser will deliver to the Sellers’ Representative a true, accurate and complete copy of the Representation and Warranty Insurance Policy.
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