Representations and Warranties Insurance Policy. No failure of Purchaser to obtain the Representations and Warranties Insurance Policy, and no cancellation, termination, amendment, waiver or other modification of the Representation and Warranties Insurance Policy, shall in any way increase any rights of Purchaser, increase any obligations of Seller, or modify or affect in any way any limitations set forth in this Agreement or arising in connection with the transactions contemplated hereby. If the Purchaser obtains the Representations and Warranties Insurance Policy, such Representations and Warranties Insurance Policy shall contain a complete waiver of the right to subrogation against the Seller and its Affiliates and neither the Purchaser nor its Affiliates shall amend the Representations and Warranties Insurance Policy in any manner that effects such waiver without the prior written consent of the Seller, which consent may be withheld at its sole and absolute discretion.
Representations and Warranties Insurance Policy. On or prior to the Closing Date, Purchaser shall obtain an insurance policy with respect to the representations and warranties of the Acquired Companies and Sellers under this Agreement (the “R&W Policy”). Purchaser shall provide a copy of the R&W Policy to Sellers’ Representative at least five (5) Business Days prior to the Closing Date. All premiums and fees due over the duration of the R&W Policy shall be fully paid at or shortly following the Closing by Purchaser. Purchaser shall cause the R&W Policy to expressly provide by endorsement that the policy provider, whether by its own right or through the right of the insured, shall not have the right to, expressly waives, and will not pursue any subrogation rights or contribution rights or any other claims against Sellers or any of their Affiliates, other than for Actual Fraud in connection with any claim made by any Purchaser Party thereunder, and that such provision of the insurance policy may not be amended in a manner adverse to Sellers without the prior written consent of Sellers.
Representations and Warranties Insurance Policy. The Purchaser agrees that it will cause the Representations and Warranties Insurance Policy to expressly exclude rights of subrogation against the Sellers and each of the Seller’s officers, directors, partners, managers, equity holders, employees, and Affiliates. The Purchaser and its Affiliates will not amend, waive or otherwise modify the Representations and Warranties Insurance Policy in any manner adverse to the Sellers without the prior written consent of the Sellers.
Representations and Warranties Insurance Policy. Sellers and/or the Representative have provided to Purchaser full and complete copies of (a) that certain Buyer-Side Representations and Warranties Insurance Policy, Policy Number 28429313, issued by Lexington Insurance Company (the “RWI Policy”), and (b) the Acquisition Agreement (as defined in the RWI Policy). As of the date of this Agreement, no Fairway Group Company has made any claim under the RWI Policy.
Representations and Warranties Insurance Policy. Prior to or upon Closing, Buyer shall obtain a representations and warranties insurance policy in connection with this Agreement (the “R&W Insurance Policy”) on terms and conditions acceptable to Buyer, and certify to Sellers that such policy has been bound as of the Closing Date. Buyer shall pay one-half, and Sellers shall pay one-half, the cost of the R&W Insurance Policy. In connection with the R&W Insurance Policy, the Sellers, the Seller Representative and the Company shall provide such reasonable cooperation to Buyer and the applicable insurance provider as reasonably requested by Buyer and such insurance provider in connection with obtaining such R&W Insurance Policy. Following the Closing, the Sellers and the Seller Representative shall provide reasonable cooperation to Buyer, the applicable insurance provider and the Company in connection with pursuing claims under such policy if requested by Buyer or the applicable insurance provider.
Representations and Warranties Insurance Policy. The Buyer has provided the Seller with an accurate and complete copy of the binder for the R&W Insurance Policy, as conditionally bound, including all amendments, exhibits, attachments, appendices and schedules thereto as of the date hereof (the “R&W Insurance Binder”). The binder for such R&W Insurance Policy (a) is in full force and effect (provided that coverage thereunder is subject to the conditions to the insurer’s obligations thereunder as set forth therein) and is a legal, valid, binding and enforceable obligation (except as enforcement may be limited by the Enforceability Exceptions) of the Buyer and, to the knowledge of the Buyer, each of the other respective parties thereto (as the case may be) and (b) has not been terminated or otherwise amended or modified in any respect, and no amendment or modification thereto is contemplated. The Buyer has fully paid any and all deposit premiums or other premiums, fees, expenses or taxes in connection with the R&W Insurance Policy that are due and payable on or prior to the date hereof. Neither the Buyer, nor to the knowledge of the Buyer, any other party to the binder for the R&W Insurance Policy is in default or breach of the R&W Insurance Policy.
Representations and Warranties Insurance Policy. At the request of parent, the Company and the Representative shall use commercially reasonable efforts to assist Parent in obtaining a representations and warranties insurance policy with respect to this Agreement.
Representations and Warranties Insurance Policy. (a) Buyer, the Shareholders, the Company and their respective Affiliates acknowledge that Buyer has conditionally bound an insurance policy from AIG Specialty Insurance Company (or an affiliate thereof) on the terms and conditions set forth in the insurance binder for the representation and warranty insurance policy attached to this Agreement as Exhibit C (the “R&W Insurance Policy”). Buyer shall pay one hundred percent (100%) of the premium cost of the R&W Insurance Policy. The parties agree that Buyer shall also bear one hundred percent (100%) of the amount of any retention associated with the R&W Insurance Policy.
Representations and Warranties Insurance Policy. The R&W Policy shall have been incepted at the date of this Agreement and shall remain in full force and effect as of the Closing Date.
Representations and Warranties Insurance Policy. Buyer has provided Sellers’ Representative with an accurate and complete copy of the binder for the buyer-side representation and warranty insurance policy expected to be conditionally bound and issued by QBE Specialty Insurance Co. (the “R&W Insurance Policy”), in the form attached hereto as Exhibit D, including all amendments, exhibits, attachments, appendices and schedules thereto as of the date hereof. As of the date hereof and as of the Closing Date, the binder for such R&W Insurance Policy (a) will be in full force and effect in accordance with the terms thereof (provided that coverage thereunder is subject to the conditions to the insurer’s obligations thereunder as set forth therein) and is a legal, valid, binding and enforceable obligation (except as enforcement may be limited by the General Enforceability Exceptions) of Buyer and, to the Knowledge of Buyer, each of the other respective parties thereto (as the case may be) and (b) has not been terminated or otherwise amended or modified in any respect, and no amendment or modification thereto is contemplated. Buyer has fully paid any and all deposit premiums or other premiums, fees, expenses or Taxes in connection with the R&W Insurance Policy that are due and payable on or prior to the Execution Date. Neither Buyer, nor to the Knowledge of Buyer, any other party to the binder for the R&W Insurance Policy is in default or breach of the R&W Insurance Policy.
