Common use of R&W Insurance Policy Clause in Contracts

R&W Insurance Policy. Prior to or simultaneously with the execution and delivery of this Agreement, Parent shall cause to be bound and in full force and effect as of the Agreement Date, the R&W Insurance Policy, and take the actions necessary to commence coverage under the R&W Insurance Policy, including executing and using commercially reasonable efforts to cause to be executed and delivered all documents attached to the R&W Insurance Policy and taking all other actions necessary or as otherwise may be required in connection with (a) binding coverage under the terms of the R&W Insurance Policy on the Agreement Date and (b) issuing the final R&W Insurance Policy. Such R&W Insurance Policy shall provide for (i) a retention of no more than one percent (1%) of the Initial Merger Consideration, (ii) a coverage limitation of at least ten percent (10%) of the Initial Merger Consideration, and (iii) a provision providing that the insurer shall waive and have no rights of subrogation against any party to this Agreement or any Representative thereof, except against an Indemnifying Securityholder solely in the case of that such Indemnifying Securityholder committed Fraud in connection with the Merger (the “Specified Terms”). Parent shall pay and be responsible for any and all premium, underwriting fees, brokerage fees, legal fees for counsel engaged by the insurer of the R&W Insurance Policy, surplus lines tax and any other costs and expenses associated with obtaining the R&W Insurance Policy and binding coverage thereunder and set forth in invoice(s) from the insurer in respect thereof. Parent shall not amend or waive any Specified Terms in a manner adverse to the Company Securityholders without the prior written consent of, prior to the Closing, the Company, and after the Closing, the Securityholder Representative, such consent not to be unreasonably withheld or delayed.

R&W Insurance Policy. Prior to or simultaneously with the execution and delivery of this AgreementClosing, Parent shall cause to be bound may in its discretion obtain and bind, in full force the name of Parent or any of its Affiliates, an insurance policy against the breach by the Company of its representations and effect as of warranties set forth in this Agreement (the Agreement Date, “R&W Insurance Policy”). In the event that Parent procures the R&W Insurance Policy, such policy shall include a provision whereby the insurer(s) expressly waives, and irrevocably agrees not to pursue, directly or indirectly, any subrogation rights against the Company or any of its Affiliates, or any former shareholders, managers, members, directors, officers, employees, agents and representatives of any of the foregoing with respect to any claim made by any insured thereunder (and such Persons shall be express third-party beneficiaries of such provision), other than any claim of Fraud. The Company shall reasonably cooperate with Parent’s efforts at Parent’s reasonable request and provide such assistance as may be reasonably necessary or appropriate in order to enable Parent to obtain and bind the R&W Insurance Policy. Parent shall take the actions necessary all reasonable steps after Closing to commence ensure coverage under the R&W Insurance PolicyPolicy is not cancelled, including executing and using commercially reasonable efforts to cause to be executed and delivered all documents attached to waived or alternated in a way that negatively impacts the R&W Insurance Policy and taking all other actions necessary Company or as otherwise may be required in connection with (a) binding coverage under the terms of the R&W Insurance Policy on the Agreement Date and (b) issuing the final R&W Insurance Policy. Such R&W Insurance Policy shall provide for (i) a retention of no more than one percent (1%) of the Initial Merger Consideration, (ii) a coverage limitation of at least ten percent (10%) of the Initial Merger Consideration, and (iii) a provision providing that would allow the insurer shall waive and have no rights of subrogation thereunder or any other Person to subrogate or otherwise seek recovery against any party to this Agreement or Member; provided, that nothing will prevent Parent from seeking recovery against any Representative thereof, except against an Indemnifying Securityholder solely Person in the case of that Fraud of such Indemnifying Securityholder committed Fraud Person. The premium, due diligence fees, underwriting fees and other amounts payable to any insurer or broker in connection with the Merger (the “Specified Terms”). Parent shall pay and be responsible for any and all premium, underwriting fees, brokerage fees, legal fees for counsel engaged by the insurer of the R&W Insurance Policy, surplus lines tax and any other costs and expenses associated with obtaining the R&W Insurance Policy and binding coverage thereunder and set forth in invoice(s) from the insurer in respect thereof. Parent shall not amend or waive any Specified Terms in a manner adverse to the Company Securityholders without the prior written consent of, prior to the Closing, the Company, and after the Closing, the Securityholder Representative, such consent not to be unreasonably withheld or delayedpaid by Parent.

R&W Insurance Policy. Prior to or simultaneously with the execution and delivery of this AgreementThe parties hereto acknowledge that, Parent shall cause to be bound and in full force and effect as of the Agreement Datedate hereof, Xxxxx has obtained the R&W Insurance Policy, and take the actions necessary to commence coverage under the R&W Insurance Policyattached hereto as Exhibit D. After Closing, including executing and using commercially reasonable efforts to cause to be executed and delivered all documents attached to the R&W Insurance Policy and taking all other actions necessary or as otherwise may be required in connection with (a) binding coverage under Buyer shall ensure that the terms of the R&W Insurance Policy on provide (a) that the Agreement Date insurer waives any claim against Seller and the Seller Related Parties by way of subrogation, claim for contribution or otherwise, except in the case of Fraud (with the insurer agreeing that the Fraud of any one Person shall not be imputed to any other Person), and (b) issuing that Seller and the final R&W Insurance Policy. Such R&W Insurance Policy shall provide for (i) a retention Seller Related Parties are express third-party beneficiaries of no more than one percent (1%) of the Initial Merger Consideration, (ii) a coverage limitation of at least ten percent (10%) of the Initial Merger Consideration, and (iii) a provision providing that the insurer shall waive and have no rights such waiver of subrogation against any party provision. All costs and expenses related to this Agreement or any Representative thereof, except against an Indemnifying Securityholder solely in the case of that such Indemnifying Securityholder committed Fraud in connection with the Merger (the “Specified Terms”). Parent shall pay and be responsible for any and all premium, underwriting fees, brokerage fees, legal fees for counsel engaged by the insurer of the R&W Insurance Policy, surplus lines tax including the total premium, underwriting costs, brokerage commissions, Taxes, retention and any other costs fees and expenses associated of such policy shall be borne solely by Buyer. Seller shall, and shall cause the Seller Related Parties to, use commercially reasonable efforts to cooperate as requested by the Company in connection with obtaining any claim under the R&W Insurance Policy. Notwithstanding anything to the contrary in this Agreement, none of the Seller Related Parties shall be entitled to any proceeds from the R&W Insurance Policy without the prior written consent of Buyer. To the extent required by the R&W Insurance Policy and binding coverage thereunder and set forth in invoice(s) from as requested by Xxxxx, Seller shall deliver to Buyer within ten Business Days after the insurer in respect thereof. Parent shall not amend or waive any Specified Terms in Closing Date a manner adverse flash drive containing copies of all documents that were uploaded to the Company Securityholders without virtual data room used for by the prior written consent of, prior to Parties for the Closing, the Company, and after the Closing, the Securityholder Representative, such consent not to be unreasonably withheld or delayedtransactions contemplated by this Agreement.

R&W Insurance Policy. Attached hereto as Exhibit D is a representation and warranty insurance policy, which has been bound as of the date hereof naming the Buyer as the named insured and covering the representations and warranties of set forth in this Agreement (the “R&W Insurance Policy”). The Buyer has included in the R&W Insurance Policy provisions that (a) the insurer has no subrogation rights, and will not pursue any claim against the Seller or any Rollover Stockholder except for Fraud and (b) the Seller and each Rollover Stockholder is a third party beneficiary of the insurer’s promise to not pursue any claim against the Seller or any Rollover Stockholder except for Fraud. The Buyer shall not modify the limitations on subrogation against the Seller or any Rollover Stockholder in the R&W Insurance Policy without the Seller’s or each of the Rollover Stockholder’s, as applicable, express written consent, not to be unreasonably withheld, conditioned or delayed. Prior to the Closing, the Buyer shall pay or simultaneously with the execution and delivery of this Agreement, Parent shall cause to be bound paid, all costs and in full force and effect as of the Agreement Date, the R&W Insurance Policy, and take the actions necessary expenses related to commence coverage under the R&W Insurance Policy, including executing the total premium, underwriting costs, brokerage commission for the Buyer’s brokers, taxes related to such policy and using other fees and expenses of such policy. The Seller shall use commercially reasonable efforts to cause to be executed assist and delivered all documents attached to the R&W Insurance Policy and taking all other actions necessary or as otherwise may be required cooperate with Buyer in connection with (a) binding coverage under the terms of the R&W Insurance Policy on the Agreement Date and (b) issuing the final R&W Insurance Policy. Such R&W Insurance Policy shall provide for (i) a retention of no more than one percent (1%) of the Initial Merger Consideration, (ii) a coverage limitation of at least ten percent (10%) of the Initial Merger Consideration, and (iii) a provision providing that the insurer shall waive and have no rights of subrogation against any party to this Agreement or any Representative thereof, except against an Indemnifying Securityholder solely in the case of that such Indemnifying Securityholder committed Fraud in connection with the Merger (the “Specified Terms”). Parent shall pay and be responsible for any and all premium, underwriting fees, brokerage fees, legal fees for counsel engaged claim by the insurer of Buyer under, or recovery by the Buyer with respect to, the R&W Insurance Policy, surplus lines tax and any other costs and expenses associated with obtaining the R&W Insurance Policy and binding coverage thereunder and set forth in invoice(s) from the insurer in respect thereof. Parent shall not amend or waive any Specified Terms in a manner adverse to the Company Securityholders without the prior written consent of, prior to the Closing, the Company, and after the Closing, the Securityholder Representative, such consent not to be unreasonably withheld or delayed.

R&W Insurance Policy. Prior to or simultaneously with the execution and delivery of this AgreementThe parties acknowledge that, Parent shall cause to be bound and in full force and effect as of the Agreement Datedate hereof, Purchaser has obtained the R&W Insurance Policy. The Purchaser acknowledges and agrees that the R&W Insurance Policy shall at all times provide that: (a) the insurer shall have no, and shall waive and not pursue any and all subrogation rights against the Vendors except for fraud (as defined in such policy) based solely on the representations and warranties in Article 6; (b) the Vendors are a third party beneficiary of such waiver; and (c) the Purchaser shall not amend the R&W Insurance Policy in any manner that would result in liability to the Vendors (including with respect to the subrogation provisions) without the Vendors’ express written consent, which may be granted or withheld in Vendors’ sole discretion. At such times as required by the R&W Insurance Policy, Purchaser shall pay or cause to be paid, and take the actions necessary shall be solely liable for, all costs and expenses related to commence coverage under the R&W Insurance Policy, including executing the total premium, underwriting costs, brokerage commission for Purchaser’s broker, Taxes related to such policy and using commercially reasonable efforts other fees and expenses of such policy. For the avoidance of doubt, with respect to cause to be executed any breach or inaccuracy of any representation or warranty made by the Vendors contained in this Agreement or in any certificate delivered by such Person at Closing (other than a Claim for Fraud or breach of the Vendors’ Fundamental Representations and delivered all documents attached to Warranties), the R&W Insurance Policy is the sole and taking all other actions necessary or as otherwise may be required in connection with (a) binding coverage under the terms of the R&W Insurance Policy on the Agreement Date and (b) issuing the final R&W Insurance Policy. Such R&W Insurance Policy shall provide exclusive source to satisfy any claim for (i) such indemnification by a retention of no more than one percent (1%) of the Initial Merger Consideration, (ii) a coverage limitation of at least ten percent (10%) of the Initial Merger ConsiderationPurchaser Indemnitee, and (iii) a provision providing that the insurer Vendors and their directors, officers, employees, shareholders, agents and Affiliates shall waive and have no rights of subrogation against any party liability or other obligations with respect to this Agreement or any Representative thereof, except against an Indemnifying Securityholder solely in the case of that such Indemnifying Securityholder committed Fraud in connection with the Merger (the “Specified Terms”). Parent shall pay and be responsible for any and all premium, underwriting fees, brokerage fees, legal fees for counsel engaged by the insurer of the R&W Insurance Policy, surplus lines tax and any other costs and expenses associated with obtaining the R&W Insurance Policy and binding coverage thereunder and set forth in invoice(s) from the insurer in respect thereof. Parent shall not amend or waive any Specified Terms in a manner adverse to the Company Securityholders without the prior written consent of, prior to the Closing, the Company, and after the Closing, the Securityholder Representative, such consent not to be unreasonably withheld or delayedindemnification.