Representation and Warranty Insurance definition

Representation and Warranty Insurance is defined in SECTION 8.2(e).
Sample 1
Representation and Warranty Insurance means that certain representation and warranty insurance policy with respect to the Fundamental Representations obtained by Seller at Seller’s sole cost and expense, meeting the following minimum requirements:
Sample 1
Representation and Warranty Insurance has the meaning set forth in Section 6.16.
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Examples of Representation and Warranty Insurance in a sentence

  • For the avoidance of doubt, nothing in this Section 9(q) shall affect or otherwise interfere with Buyer’s rights under the Representation and Warranty Insurance Policy.

  • Buyer shall pay or cause to be paid all costs and expenses related to the Representation and Warranty Insurance Policy, including the premium, underwriting fees, and surplus lines Taxes related to such policy.

  • The Acquiror will use reasonable best efforts to cause the Representation and Warranty Insurance Policy to be issued as soon as practicable after Closing.

  • Seller hereby agrees and acknowledges that on the date of this Agreement, Purchaser obtained a bindable quote with respect to the Representation and Warranty Insurance Policy, and Seller hereby agrees to pay, on the Closing Date, one-half (1⁄2) of the total cost to obtain such insurance policy, up to an amount equal to $250,000 in the aggregate.

  • For the avoidance of doubt, nothing contained in this Agreement shall be construed to limit the Purchaser Indemnified Persons' rights under the Representation and Warranty Insurance Policy or the parties' rights under the Escrow Agreement.

  • Representation and Warranty Insurance (RWI) policies shift the risk associated with indemnification to an insurer, allowing the parties to protect themselves from breaches while simultaneously facilitating negotiation by eliminating or reducing the post-closing obligations of the Sellers under the stock purchase agreement.

  • Buyer has obtained and bound a Representation and Warranty Insurance Policy.

  • The cost of the Representation and Warranty Insurance and any fees, costs or deductibles associated therewith shall be borne solely by Buyer.

  • Griffith, Deal Insurance: Representation and Warranty Insurance in Mergers and Acquisitions, 104 U.

  • Buyer agrees to not seek to make, enter into or consent to, any amendment to the Representation and Warranty Insurance following the Closing that would adversely affect the rights of the Sellers without the Seller Representative’s prior written consent.


More Definitions of Representation and Warranty Insurance

Representation and Warranty Insurance means that certain representation and warranty insurance policy with respect to the Fundamental Representations obtained by Seller at Seller’s sole cost and expense, meeting the following minimum requirements: (a) coverage for Losses arising out of a breach or inaccuracy of the Fundamental Representations, (b) a policy term that expires no sooner than the date that is 6 years after the Closing Date, (c) an aggregate limit of liability equal to no less than $10,000,000 and (d) exclusions reasonably acceptable to Buyer.
Sample 1
Representation and Warranty Insurance means a representation and warranty insurance policy obtained by the Company at the Stockholders' sole cost and expense in an amount equal to 3% of the value of the Aggregate Parent Stock Consideration (for such purpose valued at $237.50 per share) insuring against any and all Tax liabilities in connection with the sale of intellectual property assets by Tradeum Technologies, Ltd. to the Company pursuant to that certain Transfer of Intellectual Property Agreement dated as of November 25, 1999 (the "IP Tax Liabilities") and which names the Company, its Subsidiaries and Parent as named insureds therein.
Sample 1

Related to Representation and Warranty Insurance

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Manufacturer’s Warranty means the warranty supplied from time to time by the manufacturer of the Goods as at the date of the acceptance of the Statement of Work; “PPSA” means the Personal Property Securities Xxx 0000; “Price” means the amount specified within each Statement of Work (subject to any Variation) or as otherwise specified from the Company to the Customer representing the cost for the Works; “Related Work” means any additional building, carpentry, painting, plastering, plumbing or other work or other trades that the Customer requires, which are not to be carried out by the Company; “Services” means the services provided by the Company to the Customer as part of the Works, which may include without limitation the installation of Goods; “Services Delay Charge” means the services delay charge (if any) set out in the Statement of Work; “Services Interruption Event” means any interruption to a Works caused by; a Force Majeure Event, the Customer’s failure to carry out or perform any obligation required of it under this agreement which in the sole opinion of the Company does or may cause a delay in the Works and any other matter which in the reasonable opinion of the Company will cause an interruption or delay in the performance of the Works; “Statement of Work” means the details outlining the provision of the Works, which statement can be delivered verbally or in writing (including email) and may include (where applicable) an estimate or quotation (as specifically expressed as the case) of costs; “Variation” means a change in the Statement of Work including the specifications, scope, time of supply, price or scale of the Works and such variation shall form part of this agreement; “Workmanship” means a good and high quality and standard of delivery in connection with the Services performed; “Works” means the supply of Goods and the provision of Services to the Customer as per each Statement of Work;

  • Warranty means any one of them.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Origination Rep and Warranty Settlement means any settlement relating to claims arising from breaches of origination/selling representations and warranties that Fannie Mae enters into with a loan seller or servicer in lieu of requiring such loan seller or servicer to repurchase a specified pool of mortgage loans that includes one or more Reference Obligations, whereby Fannie Mae has received the agreed-upon settlement proceeds from such loan seller or servicer.

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Warranty Xxxx of Sale means the warranty (as to title) xxxx of sale covering the Aircraft executed by Manufacturer or an affiliate of Manufacturer in favor of Company and specifically referring to each Engine, as well as the Airframe, constituting a part of the Aircraft.

  • representation agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Repeating Representations means each of the representations set out in Clause 18.1 (Status), to Clause 18.22 (No Material Adverse Effect) other than Clause 18.3 (Binding Obligations), Clause 18.6 (Governing law and enforcement), Clause 18.7 (Deduction of Tax), Clause 18.8 (No filing or stamp taxes), paragraphs (a) and (b) of Clause 18.10 (No misleading information) and Clause 18.13 (No proceedings pending or threatened).

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Special Representations has the meaning set forth in Section 8.1.

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).