W&I Insurance. 17.1 Notwithstanding any other provision of this Agreement:
W&I Insurance. 14.1 The parties acknowledge that the Buyer or any of its Affiliates may, at their sole discretion, elect to obtain a W&I Policy in respect of the Transaction, in which case the Buyer undertakes to each Seller that:
W&I Insurance. 21.1. The Parties acknowledge that the W&I Insurance Policy provides coverage in accordance with its terms to the Buyer in relation to certain Warranties given by the Seller to the Buyer under this Agreement.
W&I Insurance. 13.1 The Purchaser shall use its best endeavours to enter into and maintain a buy-side warranty and indemnity insurance policy (the “W&I Policy”) and shall ensure that:
W&I Insurance. (a) The Purchaser acknowledges and agrees that the Seller’s Guarantees (except for the Fundamental Guarantees) and the Tax Indemnification Undertakings are solely given by the Seller with a view to enabling the Purchaser to take out a W&I Insurance. Against this background, the Purchaser acknowledges and agrees that (i) the combination of the Seller’s Guarantees with the Liability Cap shall not constitute a case of section 138 para 1 German Civil Code (Bürgerliches Gesetzbuch, BGB), (ii) it will duly consider to take out a customary warranty and indemnity insurance, including excess insurance coverage policies and a synthetic tax insurance coverage (the “W&I Insurance” and the relevant insurance provider(s) as therein identified, the “Insurer”) and (iii) if it refrains from taking out a W&I Insurance, this will be at its own responsibility and without having any effect on the limitations on the Seller’s liability set forth in this Agreement. For the avoidance of doubt, the Parties acknowledge and agree that nothing herein shall be construed to require the Purchaser to contract for, subscribe or otherwise take out a W&I Insurance.
W&I Insurance bring-down
W&I Insurance. 8.7.1 In the period between the date of this Agreement and Closing:
W&I Insurance. Policy 16.1.1 The Investor acknowledges and agrees that the £1.00 cap contained in Clause 14.4.1 shall apply, notwithstanding any subsequent non-payment under the W&I Insurance Policy, any impairment or expiry or termination of the W&I Insurance Policy or the insolvency of the underwriters of that policy or for any other reason whatsoever. 16.1.2 Notwithstanding any provision to the contrary in this Agreement: (i) the parties acknowledge that the Investor has the benefit of the W&I Insurance Policy which provides, conditional on Closing, insurance cover in respect of certain Claims and Tax Claims (including the sole remedy and right of recovery in respect of all Business Warranty Claims); (ii) the parties acknowledge that, in the case of a Fundamental Warranty Claim, the Investor shall not be obligated to first seek recourse for any such Fundamental Warranty Claim against the W&I Insurance Policy and/or W&I Insurer; (iii) the Investor warrants that the W&I Insurance Policy contains a waiver by the W&I Insurer (in terms which have been agreed by the Seller) of all rights of subrogation against the Seller, the Seller’s Group or any of their respective directors, officers, employees and advisers in relation to any Claim or Tax Claim, except if and to the extent that the Claim or Tax Claim arises or is increased as a result of the fraud of the Seller or its directors, officers, employees or advisers; (iv) the Investor acknowledges and agrees that, in each case: (a) the Investor’s sole remedy in respect of any Business Warranty Claim and any Tax Claim is a claim against the W&I Insurance Policy; and (b) the liability of the Seller in respect of any Business Warranty Claim (excluding a Fundamental Warranty Claim) and any Tax Claim shall not exceed £1.00; and (v)
W&I Insurance. Costs The W&I Insurance Costs shall be for the account of the Investor and the Investor shall be solely responsible for the payment of the W&I Insurance Costs. 17 Confidentiality 17.1 Announcements 17.1.1 Save for the Announcement and subject to Clause 17.1.2, for 12 months following the date of this Agreement, no announcement, communication or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any member of the Seller’s Group or any member of the Investor’s Group or the Investor’s Affiliates or any XxxX Group Company without the prior written approval of the Seller and the Investor. 17.1.2 Clause 17.1.1 shall not apply to any announcement, communication or circular that: (i) only contains publicly available information (including any information in the Announcement); (ii) is required by law or any governmental or regulatory body or the rules of any stock exchange on which the shares of either party or its holding company are listed, but the party with an obligation to make an announcement or communication or issue a circular (or whose holding company has such an obligation) shall consult with the other party (or shall procure that its holding company consults with the other party) insofar as is reasonably practicable before complying with such an obligation; (iii) is an announcement made or sent by the Investor’s Group or the XxxX Group after Closing to employees, customers, clients or suppliers of the XxxX Group informing the recipient of the Investor’s purchase of the shares; or (iv) contains a description of the Transaction in marketing materials prepared for an indirect investor in the Investor. 17.2 Confidentiality 17.2.1 The Confidentiality Agreement shall cease to have any force or effect from Closing. 17.2.2 Subject to Clauses 17.1 and 17.2.3, each of the Seller, each New XxxX Subsidiary and the Investor shall treat as strictly confidential and not disclose or use any confidential information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to: (i) the existence and the provisions of this Agreement and of any agreement entered into pursuant to this Agreement; (ii) the negotiations relating to this Agreement (and any such other agreements);
W&I Insurance. 3.1 The Purchaser agrees that, notwithstanding any other provision of this Deed:
