Common use of R&W Policy Clause in Contracts

R&W Policy. Buyer and its Affiliates shall not amend, waive or otherwise modify the R&W Policy in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any claim or Suit against Seller or any of its Affiliates or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, other than in the case of Fraud.

Appears in 1 contract

Samples: Unit Purchase Agreement (Oxford Industries Inc)

AutoNDA by SimpleDocs

R&W Policy. Buyer Purchaser and its Affiliates shall not amend, waive or otherwise modify the Purchaser R&W Policy Insurance Policy, in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any claim or Suit Proceeding against Seller or any Affiliate of its Affiliates Seller or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, other than in the case of Fraud.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nn Inc)

R&W Policy. Buyer and its Affiliates shall will not amend, waive or otherwise modify the R&W Policy in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any claim or Suit action against Seller or any of its Affiliates successors or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, assigns arising out of, or related to to, this Agreement, or the negotiation, execution or performance of this Agreement, other than in the case of Fraud.

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Luminex Corp)

R&W Policy. Buyer and its Affiliates (a) Purchaser shall not amend, waive or otherwise modify the R&W Policy in any manner adverse to Seller, including any amendment that would allow the insurer insurer(s) thereunder or any other Person to subrogate or otherwise make or bring any claim or Suit Proceeding against Seller or any Affiliate of its Affiliates Seller or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, Agreement or the negotiation, execution or performance of this Agreement, other than in the case of Fraud.

Appears in 1 contract

Samples: LLC Purchase Agreement (Aptevo Therapeutics Inc.)

AutoNDA by SimpleDocs

R&W Policy. Buyer and its Affiliates shall will not amend, waive or otherwise modify any provision of the R&W Policy in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any claim action or Suit proceedings against Seller or any of its Affiliates Affiliate thereof or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, other than except in the case of Fraudactual fraud or willful misconduct.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Laureate Education, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.