RWI Clause Samples
The RWI (Representations and Warranties Insurance) clause outlines the use of insurance to cover losses arising from breaches of representations and warranties made in a transaction agreement. This clause typically specifies whether the buyer or seller will procure the insurance, the scope of coverage, and any limitations or exclusions, such as deductibles or caps on liability. By incorporating RWI, the parties can allocate risk more efficiently, often reducing the seller’s post-closing liability and providing the buyer with a direct source of recovery for certain losses.
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RWI. Buyer agrees that if it is pursuing a RWI Policy, such RWI 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 Sellers, the Company Entities or any of their respective Affiliates except for Actual Fraud by such Person, (b) each Seller is a third party beneficiary of such waiver and (c) Buyer shall have no obligation to pursue any claim against any of Sellers, the Company Entities or their respective Affiliates in connection with any damage, loss, liability or expense. Buyer shall not (and shall cause its Affiliates to not) grant any right of subrogation or otherwise amend, modify, terminate, or waive any term or condition of the RWI Policy in a manner inconsistent with the immediately preceding sentence. Buyer shall pay, or cause to be paid, all costs and expenses related to the RWI Policy, including the total premium, underwriting costs, brokerage commission, and other fees and expenses of such policy. From and after issuance of the RWI Policy, Buyer shall not amend, modify, or otherwise change, terminate, or waive any provision of the RWI Policy in a manner adverse to any Seller without the prior written consent of such Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Sellers shall, and shall cause the Company Entities to, use reasonable best efforts to cooperate with B▇▇▇▇ and execute and deliver such documents and take such other actions as Buyer may reasonably request in order to assist B▇▇▇▇ in obtaining the RWI Policy.
RWI. From the Signing Date until the Second Stage Closing, the Company shall cooperate with Buyer’s efforts to obtain representations and warranties insurance coverage, for the period between the First Stage Closing and the Second Stage Closing, for the benefit of Buyer that would reimburse Buyer, its Affiliates and Representatives (collectively, the “Buyer Indemnified Parties”) for any claims, damages, judgments, awards, costs, expenses, losses, liabilities, costs and expenses, interest and penalties, diminution in value and lost profits (including any reasonable legal, accounting or other expenses for investigating, initiating or defending any actions or threatened actions) (collectively, the “Losses”) asserted against, imposed upon or sustained or incurred as a result of, arising out of or in connection with any breach or inaccuracy of any representation or warranty of the Company contained herein or in any Ancillary Agreement (provided, that for purposes of determining if there is any such breach or inaccuracy and for purposes of calculating any Losses arising from such breach or inaccuracy, such representations and warranties shall be read as if they were not qualified by any concept of “material,” “materiality” or “Material Adverse Effect” or a similar qualification). The Company shall promptly pay for any fees, costs, expenses, premiums or other amounts associated with obtaining such insurance coverage, or promptly reimburse Buyer therefor, in an amount up to $500,000 (collectively, but not to exceed $500,000, the “R&WI Expense”). “Losses” shall include the Buyer Indemnified Parties’ costs and expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of the Indemnification Agreement and Section 4.2(i).
RWI. The Buyer has provided to the Seller a final executed version of the RWI. The Buyer agrees to not amend the RWI between the date hereof and the Closing or following the Closing in a manner that would adversely impact the rights of the Seller or the Company without the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed). At such time as the Buyer obtains the finally bound RWI, a copy of such policy shall be provided to the Seller as soon as reasonably practicable. The Buyer shall cause the RWI to expressly provide that the insurer(s) under the RWI shall not have the right to, and will not, pursue any subrogation rights against the Company, the Seller or any of their respective Affiliates, or any of their respective Affiliates’, respective owners of Equity Interests, officers, directors, employees, agents, Representatives, successors and permitted assigns in connection with any claim made by the Buyer or any of its Affiliates thereunder, except in the case of intentional fraud.
RWI. At or prior to the Closing, Purchaser shall deliver to Seller Parent evidence of a buyer-side representations and warranties insurance policy, effective as of the Closing, substantially in the form set forth in Annex 2 (the “RWI”). The cost of the premiums together with all taxes and application, underwriting, due diligence or similar fees or expenses in connection with the RWI shall be paid by Purchaser. Purchaser has paid or will promptly pay when due all premiums required for the full term of the RWI together with all taxes and application, underwriting, due diligence or similar fees or expenses incurred or payable with respect to the RWI or in connection with, or as a result of, the issuance thereof, and will comply in all material respects with all of its obligations under the RWI. Purchaser shall not waive, amend or modify such subrogation provision, or allow any anti-subrogation provision to be waived, amended or modified, without the prior written consent of Seller Parent (not to be unreasonably withheld, conditioned or delayed). From and after the Closing, the RWI will serve as Purchaser’s and its Affiliates’ sole recourse for breaches of any representation or warranty of Seller Parent, other than in the case of Fraud. During the Pre-Closing Period, Seller Parent will use commercially reasonable efforts to assist Purchaser in its fulfillment of its obligation to ensure that the RWI is in full force and effect at Closing under this Section 5.9.