Common use of R&W Insurance Policy Clause in Contracts

R&W Insurance Policy. Prior to or concurrently with the execution of this Agreement, Purchaser shall cause to be bound and incepted a representations and warranties insurance policy (a copy of which Purchaser shall have provided Seller prior to the execution thereof) (the “R&W Insurance Policy”). Purchaser shall pay, or cause to be paid, the premium and all other costs required for issuance of the R&W Insurance Policy. Following the final issuance of the R&W Insurance Policy, Purchaser agrees to use reasonable best efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth therein. Upon its final issuance, Purchaser shall deliver a copy of the R&W Insurance Policy to Seller. The Parties acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to Seller entering into the transactions contemplated by this Agreement, and Seller is relying on Purchaser’s covenants and obligations set forth in this Section 5.10. The R&W Insurance Policy shall include a provision whereby the insurer expressly waives, and irrevocably agrees not to pursue, directly or indirectly, any subrogation rights against Seller or any of its Affiliates, or any former shareholders, managers, members, directors, officers and employees of any of the foregoing with respect to any claim made by any insured thereunder, which waiver Seller may enforce directly against the insurer of the R&W Insurance Policy, other than in the event of Actual Fraud. Purchaser shall not waive, amend, modify or otherwise revise this subrogation provision under the R&W Insurance Policy, or allow such provision to be waived, amended, modified or otherwise revised by any other Person, in each case, without Seller’s prior written consent, which Seller may grant or withhold in its sole discretion. For the avoidance of doubt, in no event shall Seller’s obligations or liability under Article VII be expanded or increased as a result of any failure by Purchaser or its Affiliates to obtain a representation and warranty insurance policy or, if obtained, any of the terms or conditions thereof.

R&W Insurance Policy. Prior to or concurrently with the execution of this Agreement, Purchaser shall cause use its reasonable best efforts to be bound and incepted a representations and warranties insurance policy (a copy of which Purchaser shall have provided Seller bind the R&W Insurance Policy at or prior to the execution thereof) (the “R&W Insurance Policy”)Closing. Purchaser shall payuse reasonable best efforts to take all actions necessary to complete the applicable conditions in the conditional binder (other than the condition that the Closing has occurred, or cause to be paid, the premium and all other costs required for issuance of which this sentence does not apply) to the R&W Insurance PolicyPolicy within the times set forth therein to maintain the R&W Insurance Policy in full force and effect. Following the final issuance of the R&W Insurance Policy, Purchaser agrees to use reasonable best efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth therein. Upon its final issuance, Purchaser shall deliver provide a copy of the R&W Insurance Policy to Seller upon request. Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and its Affiliates and their respective officers, directors and employees (except in the case of Fraud), and neither Purchaser nor its Affiliates shall amend or waive such subrogation provisions without Seller’s prior written consent. The Parties acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to Seller entering into the transactions contemplated by this Agreement, and Seller is relying on Purchaser’s covenants and obligations set forth in this Section 5.105.15(a). The R&W Insurance Policy shall include a provision whereby the insurer expressly waives, and irrevocably agrees may not be amended or waived by Purchaser or its Affiliates in any manner that is adverse to pursue, directly or indirectly, any subrogation rights against Seller or any of its Affiliates, or any former shareholders, managers, members, directors, officers and employees of any of the foregoing with respect to any claim made by any insured thereunder, which waiver Seller may enforce directly against the insurer of the R&W Insurance Policy, other than in the event of Actual Fraud. Purchaser shall not waive, amend, modify or otherwise revise this subrogation provision under the R&W Insurance Policy, or allow such provision to be waived, amended, modified or otherwise revised by any other Person, in each case, Affiliates without Seller’s prior written consent. At or promptly following the Closing, which Seller may grant or withhold in its sole discretion. For the avoidance of doubt, in no event shall Seller’s obligations or liability under Article VII be expanded or increased as a result of any failure by deliver to Purchaser or its Affiliates Representatives, as reasonably requested by Purchaser, a digital copy of all documents and other information uploaded to obtain a representation the virtual data room established by Seller and warranty insurance policy or, if obtained, any its Representatives and to which Purchaser and its Representatives have been granted access as part of their due diligence of the terms or conditions thereoftransactions contemplated hereby (the “Data Room”).

R&W Insurance Policy. Prior to or concurrently with (a) Buyers have negotiated the R&W Insurance Policy. Immediately following the execution and delivery of this Agreement, Purchaser Buyers shall cause bind coverage in respect of the R&W Insurance Policy to be bound incept as of the execution and incepted a representations delivery of this Agreement and warranties insurance policy (a copy shall timely pay that portion of which Purchaser shall have provided Seller prior any premium and underwriting fee, in each case then due and payable, to the execution thereof) (R&W Insurer to bind and incept coverage under the “R&W Insurance Policy”). Purchaser Buyers shall pay, or cause take commercially reasonable action to be paid, pay the R&W Insurer the remainder of premium and all other costs required for issuance of the R&W Insurance PolicyPolicy when due. Following the final issuance of the R&W Insurance Policy, Purchaser agrees Buyers shall take commercially reasonable action to use reasonable best efforts execute and cause to keep be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required by the R&W Insurer in full force and effect for connection with: (a) binding coverage under the policy period set forth therein. Upon its final issuance, Purchaser shall deliver a copy terms of the R&W Insurance Policy to Seller. The Parties acknowledge that Purchaser obtaining on the date of this Agreement and (b) issuing the final R&W Insurance Policy is a material inducement to Seller entering into the transactions contemplated by this Agreement, and Seller is relying on Purchaser’s covenants and obligations set forth in this Section 5.10Policy. The R&W Insurance Policy shall include a provision whereby the insurer expressly irrevocably waives, and irrevocably agrees not to pursue, directly or indirectly, any subrogation rights against Seller the Sellers or any of its Affiliates, their Affiliates or any former shareholders, managers, members, directors, officers and employees of any of the foregoing representatives with respect to any claim made by any insured thereunderthereunder unless such claims were the result of fraud prior to the Closing by any Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with the Buyers in connection with any claim by any Buyer under, which waiver Seller may enforce directly against the insurer of or recovery by any Buyer with respect to, the R&W Insurance Policy, other than in the event of Actual Fraud. Purchaser Buyers shall not waive, amend, modify take affirmative action to amend the subrogation or otherwise revise this subrogation provision under the third party beneficiary provisions contained in such R&W Insurance Policy, or allow Policy benefiting any Seller without the consent of such provision to be waived, amended, modified or otherwise revised by any other Person, in each case, without Seller’s prior written consent, which Seller may grant or withhold in its sole discretion. For the avoidance of doubt, in no event shall Seller’s obligations or liability under Article VII be expanded or increased as a result of any failure by Purchaser or its Affiliates to obtain a representation and warranty insurance policy or, if obtained, any of the terms or conditions thereof.

R&W Insurance Policy. Prior Purchaser has obtained a conditional binder to or concurrently with the execution of this Agreement, Purchaser shall cause to be bound and incepted a representations and warranties insurance policy (a copy of which Purchaser shall have provided Seller prior to the execution thereof) in connection with this Agreement (the “R&W Insurance Policy”). Purchaser shall pay, or cause take all actions necessary to be paid, complete the premium and all applicable conditions in the conditional binder (other costs required for issuance of than the condition that the Closing has occurred) to the R&W Insurance PolicyPolicy within the times set forth therein to maintain the R&W Insurance Policy in full force and effect. Following the final issuance of the R&W Insurance Policy, Purchaser agrees to use reasonable best efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth therein. Upon its final issuance, Purchaser shall deliver a copy of the R&W Insurance Policy to the Seller. The Parties parties acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to Seller entering into the transactions contemplated by this Agreement, and Seller is relying on Purchaser’s covenants and obligations set forth in this Section 5.106.22. The R&W Insurance Policy shall include a provision whereby the insurer expressly waives, and irrevocably agrees agrees, except in the case of actual fraud, not to pursue, directly or indirectly, any subrogation rights against Seller or any of its Affiliates, or any former shareholders, managers, members, directors, officers and employees officers, employees, agents or representatives of any of the foregoing with respect to any claim made by any insured thereunder, which waiver Seller may enforce directly against the insurer and such Persons shall be express third party beneficiaries of such provision. In addition, the R&W Insurance Policy, other than including the subrogation provision, may not be amended or waived by Purchaser in the event any manner that is adverse to Seller or any of Actual Fraud. Purchaser shall not waive, amend, modify or otherwise revise this subrogation provision under the R&W Insurance Policy, or allow such provision to be waived, amended, modified or otherwise revised by any other Person, in each case, its Affiliates without Seller’s prior written consent, which Seller may grant or withhold in its sole discretion. For the avoidance of doubt, in no event shall Seller’s obligations or liability under Article VII be expanded or increased as a result of any failure by Purchaser or its Affiliates to obtain a representation and warranty insurance policy or, if obtained, any of the terms or conditions thereof.

R&W Insurance Policy. Prior to or concurrently with On the execution of this Agreementdate hereof, Purchaser shall cause has bound an insurance policy with respect to be bound and incepted a the representations and warranties insurance policy (a copy of which Purchaser shall have provided Seller prior to the execution thereof) in this Agreement (the “R&W Insurance Policy”). Purchaser shall payuse commercially reasonable efforts to take all actions necessary to complete the applicable conditions in the conditional binder (other than the condition that the Closing has occurred, or cause to be paid, the premium and all other costs required for issuance of which this sentence does not apply) to the R&W Insurance PolicyPolicy within the times set forth therein to maintain the R&W Insurance Policy in full force and effect. Following the final issuance of the R&W Insurance Policy, Purchaser agrees to use commercially reasonable best efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth therein. Upon its final issuance, Purchaser shall deliver provide a copy of the waiver of subrogation provision of the R&W Insurance Policy to Seller upon request. Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation, other than in the case of fraud, against Seller and its Affiliates and their respective officers, directors and employees, and neither Purchaser nor its Affiliates shall amend or waive such subrogation provisions without Seller’s prior written consent. The Parties acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to Seller entering into the transactions contemplated by this Agreement, and Seller is relying on Purchaser’s covenants and obligations set forth in this Section 5.105.16. The R&W Insurance Policy shall include a provision whereby the insurer expressly waives, and irrevocably agrees may not be amended or waived by Purchaser or its Affiliates in any manner that is materially adverse to pursue, directly or indirectly, any subrogation rights against Seller or any of its Affiliates, or any former shareholders, managers, members, directors, officers and employees of any of the foregoing with respect to any claim made by any insured thereunder, which waiver Seller may enforce directly against the insurer of the R&W Insurance Policy, other than in the event of Actual Fraud. Purchaser shall not waive, amend, modify or otherwise revise this subrogation provision under the R&W Insurance Policy, or allow such provision to be waived, amended, modified or otherwise revised by any other Person, in each case, Affiliates without Seller’s prior written consent, which Seller may grant or withhold in its sole discretion. For the avoidance of doubt, in no event shall Seller’s obligations or liability under Article VII be expanded or increased as a result of any failure by Purchaser or its Affiliates to obtain a representation and warranty insurance policy or, if obtained, any of the terms or conditions thereof.