RWI Sample Clauses

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 Bxxxx and execute and deliver such documents and take such other actions as Buyer may reasonably request in order to assist Bxxxx in obtaining the RWI Policy.
Sample 1
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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.
Sample 1
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).
Sample 1
RWI. At or prior to the Closing, Buyers shall deliver to Sellers evidence of the purchase by Xxxxxx of a representations and warranties insurance policy, effective as of the Closing (the “RWI Policy”), together with, at or promptly following the Closing, evidence of the payment of the premium for such RWI Policy. Buyers agree that the RWI Policy shall provide that (a) the insurer shall irrevocably waive and not pursue, directly or indirectly, any claims against Sellers or any of their Affiliates or Representatives (by way of subrogation, claim for contribution or otherwise), other than in the case of Fraud by any such party and then only to the extent of such Fraud, and (b) Sellers and their Affiliates shall be express third-party beneficiaries of such provision. Buyers shall not (and shall cause their Subsidiaries and its Affiliates not to) amend or modify in any respect, or otherwise novate, assign, waive or terminate, the provisions in clauses (a) and (b) of the immediately preceding sentence in a manner adverse to Sellers without the prior written consent of Sellers, which consent shall be in Sellers’ sole discretion. In no event shall the availability of or binding of the RWI Policy be a condition to Closing. The cost of the premiums together with all Taxes and application, underwriting costs, brokerage fees, or similar fees or expenses in connection with the RWI Policy shall be paid by Buyers. Subject to Section 4.6(a), each Seller and the Companies shall provide Buyers such cooperation as is reasonably requested by Buyers and is reasonably necessary to be provided in obtaining and binding the RWI Policy, including additional diligence information to remove or limit any exclusions thereunder. Without limiting the generality of the foregoing, prior to the Closing, the Companies shall deliver to Buyers or their designee four (4) electronic copies of the virtual data room maintained in connection with the Transactions within five Business Days prior to the Closing Date.
Sample 1
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.
Sample 1

Related to RWI

  • Alex Xxxxx shall furnish, at its expense and without cost to the Fund, the services of personnel to the extent that such services are required to carry out their obligations under this Agreement;

  • S&P Standard & Poor’s Ratings Service, a division of The XxXxxx-Xxxx Companies.

  • HORIZONR Gateway HORIZONR Gateway provides customers with the ability to (i) generate reports using information maintained on the Multicurrency HORIZONR Accounting System which may be viewed or printed at the customer’s location; (ii) extract and download data from the Multicurrency HORIZONR Accounting System; and (iii) access previous day and historical data. The following information which may be accessed for these purposes: 1) holdings; 2) holdings pricing; 3) transactions, 4) open trades; 5) income; 6) general ledger and 7) cash.

  • Shareholder Services Transfer Agent or its agent will investigate all inquiries from Shareholders of a Fund relating to Shareholder accounts and will respond to all communications from Shareholders and others relating to its duties hereunder and such other correspondence as may from time to time be mutually agreed upon between Transfer Agent and a Fund. Transfer Agent shall provide each Fund with reports concerning Shareholder inquires and the responses thereto by Transfer Agent, in such form and at such times as are agreed to by the Fund and Transfer Agent.

  • Investor Relations Firm Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain an investor relations firm with the expertise necessary to assist the Company both before and after the consummation of the Business Combination for a term to be agreed upon by the Company and the Representative.

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Stockholder Services (i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications;

  • to Buyer Unless and until Buyer shall give written notice to Seller, Custodian and Bank to the contrary, all written notices to Buyer shall be sent to Custodian. For informational purposes, Buyer's address is as follows: 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of ________________. Buyer's telephone is as follows: ______________.

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • To the Company The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 506. At least fifteen (15) days before such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and the amount to be paid.

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