R&W Fee definition
R&W Fee means the total premium and any associated costs, including surplus lines Taxes or fees, underwriting fees and broker compensation, charged by or payable to the insurer(s), managing general underwriter(s), or brokers or any other third party in connection with the negotiation, underwriting and placement of the R&W Policy, and all applicable due diligence fees in conjunction with the insurer’s underwriting of coverage and its non-binding and conditional commitments to provide coverage under the R&W Policy.
Examples of R&W Fee in a sentence
The parties hereto acknowledge and agree that the failure by Buyer to obtain the R&W Insurance Policy by the Closing and/or to maintain the R&W Insurance Policy in accordance with this Section 5.18 shall not in any manner increase the liability of the Indemnifying Parties otherwise applicable under the provisions in Article VI hereof and, in the event of such failure to obtain the R&W Insurance Policy, the Seller R&W Fee shall not be considered a Seller Transaction Expense for purposes of this Agreement.
Parent, on behalf of itself and its Affiliates, agrees that the R&W Fee shall be borne equally by Parent, on the one hand, and the Indemnifying Stockholders, on the other hand.