Common use of RWI Clause in Contracts

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. 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. At or prior to the Closing, Buyer shall deliver to Seller evidence of the purchase by ▇▇▇▇▇ of the RWI Policy, together with evidence of the payment of the premium for such RWI Policy, and shall further provide to Seller, concurrent with delivery to the requisite parties under the RWI Policy, copies of all notices which relate to any claim or potential claim under the RWI Policy. Buyer agrees that if it is pursuing a RWI Policy, such the RWI Policy shall at all times provide that (a) the insurer shall have no, and shall irrevocably waive and not pursue pursue, directly or indirectly, any and all, subrogation rights claims against Sellers, the Company Entities Seller or any of their respective its Affiliates except or Representatives (by way of subrogation, claim for Actual contribution or otherwise), other than in the case of Fraud by any such Personparty and then only to the extent of such Fraud, and (b) each Seller is a third and its Subsidiaries shall be express third-party beneficiary beneficiaries 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 expenseprovision. Buyer shall not (and shall cause its Subsidiaries and its Affiliates to notnot to) grant amend or modify in any right of subrogation respect, or otherwise amendnovate, modifyassign, waive or terminate, or waive any term or condition the provisions in clauses (a) and (b) 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 sentence in a manner adverse to any Seller without the prior written consent of such Seller (Seller, which consent shall not be unreasonably withheld, conditioned in Seller’s sole discretion. In no event shall the availability of 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 binding of the RWI PolicyPolicy be a condition to Closing. The cost of the premiums together with all Taxes and application fees, underwriting costs, brokerage fees, or similar fees or expenses in connection with the RWI Policy shall be paid by Buyer.

RWI. At or prior to the Closing, Buyer shall deliver to Seller evidence of the purchase by ▇▇▇▇▇ of the RWI Policy, together with, at or promptly following the Closing, evidence of the payment of the premium for such RWI Policy. Buyer agrees that if it is pursuing a RWI Policy, such the RWI Policy shall at all times provide that (a) the insurer shall have no, and shall irrevocably waive and not pursue pursue, directly or indirectly, any and all, subrogation rights claims against Sellers, the Company Entities Seller or any of their respective its Affiliates except or Representatives (by way of subrogation, claim for Actual contribution or otherwise) in connection with this Agreement, the Ancillary Agreements and the Transactions, other than in the case of Fraud by any such Personparty and then only to the extent of such Fraud, and (b) each Seller is a third and its Subsidiaries shall be express third-party beneficiary beneficiaries 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 expenseprovision. Buyer shall not (and shall cause its Subsidiaries and its Affiliates to notnot to) grant amend or modify in any right of subrogation respect, or otherwise amendnovate, modifyassign, waive or terminate, or waive any term or condition the provisions in clauses (a) and (b) 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 sentence in a manner adverse to any Seller without the prior written consent of such Seller (Seller, which consent shall not be unreasonably withheldin Seller’s 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, conditioned together with all Taxes and application fees, underwriting costs, brokerage fees, or delayed). Sellers shall, and shall cause the Company Entities to, use reasonable best efforts to cooperate similar fees or expenses in connection 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, shall be paid by Buyer. Subject to the Access Restrictions, Seller and the Vantive Group Entities shall provide Buyer with such cooperation as is reasonably requested by Buyer 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.

RWI. Promptly following the execution and delivery of this Agreement, Buyer agrees that if it is pursuing or one of its Affiliates shall bind a RWI Policybuyer-side representations and warranties insurance policy with respect to the representations and warranties of Seller contained in this Agreement (including any excess follow-form policies, the “RWI”) and shall promptly deliver to Seller a copy of the binder agreement for such RWI Policy following ▇▇▇▇▇’s receipt thereof. Promptly following Closing, Buyer or one of its Affiliates shall at all times provide that (a) use its reasonable best efforts, including by delivering Closing documentation and paying any applicable premia or underwriting fees, to cause such RWI to be issued. Seller and the insurer shall have noSeller Entities and Transferred Subsidiaries shall, and shall waive direct their representatives to, cooperate and promptly provide the insurer under the RWI and its attorneys with access to all information reasonably requested during normal business hours to complete the due diligence process with respect to the RWI in a manner so as to not pursue any unreasonably interfere with the normal operations of the Business. As promptly as possible following issuance of the RWI, ▇▇▇▇▇ shall deliver to Seller a copy of the RWI. The cost of the premiums together with all taxes and allapplication, subrogation rights against Sellers, the Company Entities underwriting 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 similar fees or their respective Affiliates expenses 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 shall be paid by Buyer. Except 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 respect of such policy. From and after issuance of the RWI PolicyFraud, Buyer shall not amendwaive, modifyamend or modify the subrogation waiver included in the RWI, or otherwise changeallow such subrogation provision to be waived, terminateamended or modified, 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 withheldSeller. From and after the Closing, 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 Policywill serve as Buyer’s and its Affiliates’ sole recourse for breaches of any representation or warranty of Seller, other than in the case of Fraud.

RWI. Buyer agrees that if it is pursuing At or prior to the Closing, Buyers shall deliver to Sellers evidence of the purchase by ▇▇▇▇▇▇ 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 at all times provide that (a) the insurer shall have no, and shall irrevocably waive and not pursue pursue, directly or indirectly, any and all, subrogation rights claims against Sellers, the Company Entities Sellers or any of their respective Affiliates except or Representatives (by way of subrogation, claim for Actual contribution or otherwise), other than in the case of Fraud by any such Personparty and then only to the extent of such Fraud, and (b) each Seller is a third Sellers and their Affiliates shall be express third-party beneficiary beneficiaries 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 expenseprovision. Buyer Buyers shall not (and shall cause their Subsidiaries and its Affiliates to notnot to) grant amend or modify in any right of subrogation respect, or otherwise amendnovate, modifyassign, waive or terminate, or waive any term or condition the provisions in clauses (a) and (b) 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 sentence in a manner adverse to any Seller Sellers without the prior written consent of such Seller (Sellers, which consent shall not be unreasonably withheldin 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, conditioned underwriting costs, brokerage fees, or delayedsimilar fees or expenses in connection with the RWI Policy shall be paid by Buyers. Subject to Section 4.6(a). Sellers shall, each Seller and the Companies shall cause the Company Entities to, use reasonable best efforts provide Buyers such cooperation as is reasonably requested by Buyers and is reasonably necessary 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▇▇▇▇ 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.