R&W Insurance Costs definition

R&W Insurance Costs means any and all costs and expenses incurred by Purchaser (or the Company following the Closing Date) in connection with the R&W Insurance Policy, including any and all due diligence fees, underwriting, legal and premium costs, applicable surplus lines or premium tax and any other applicable tax, fee or surcharge related to the R&W Insurance Policy (including reasonable out-of-pocket legal fees and disbursements incurred by Purchaser in connection with obtaining the R&W Insurance Policy).
R&W Insurance Costs means all of the costs of the R&W Policy including the premium, retention amounts, surplus lines, Taxes, fees, required quality of earnings report and any related broker compensation and underwriting fee.
R&W Insurance Costs means the sum of the premium of $205,000, plus the related taxes and fees, including the underwriting fee, which are required to be paid to procure the R&W Insurance Policy, it being the agreement of the parties that Parent, on the one hand, and the Effective Time Holders, on the other hand, shall each pay fifty percent (50%) of such R&W Insurance Cost. For the avoidance of doubt, R&W Insurance Costs shall include any portion of the deposit with respect to the foregoing costs and fees paid by Parent on or around the date of this Agreement.

Examples of R&W Insurance Costs in a sentence

  • Purchaser shall bear any and all R&W Insurance Costs incurred prior to, at or following the Closing.

  • There shall be no purchase price adjustment with respect to the R&W Insurance Costs except as specifically provided in the definitions of the “Common Stock Per Share Amount” and the “Preferred Stock Per Share Amount”.

  • Subject to clause (c) of “Transaction Expenses,” Purchaser shall be solely responsible for all costs to procure the R&W Insurance Policy, including the R&W Insurance Costs, as well as the cost of maintaining and making claims under the R&W Insurance Policy.

  • At or prior to the Closing, Purchaser shall pay or cause to be paid all R&W Insurance Costs.

  • Purchaser shall cause the R&W Insurance Policy to remain in full force and effect after the Closing until the expiration thereof pursuant to its terms, including (x) complying with and maintaining the R&W Insurance Policy in full force and effect pursuant to its terms, (y) paying when due all of the R&W Insurance Costs, and (z) satisfying on a timely basis all conditions necessary for the issuance of or continuance of coverage under the R&W Exhibit 2.1 Insurance Policy.


More Definitions of R&W Insurance Costs

R&W Insurance Costs means the aggregate cost of the R&W Insurance Policy, including any premium, underwriting costs and fees relating thereto.
R&W Insurance Costs means the costs of the R&W Insurance Policy, including the premium, Taxes and fees, and any related broker compensation, underwriting fees and due diligence fees.
R&W Insurance Costs means all premiums, broker fees and underwriting fees paid at to the Closing to procure the R&W Insurance Policy.
R&W Insurance Costs means the costs of the R&W Insurance Policy, including the premium, Taxes and fees, and any related broker compensation, underwriting fees and due diligence fees. Exhibit 2.1
R&W Insurance Costs means all premiums, broker fees and underwriting fees paid at to the Closing to procure the R&W Insurance Policy. “Real Property” shall mean, collectively, (a) the Owned Real Property and (b) the Leased Real Property.

Related to R&W Insurance Costs

  • Insurance Costs means the sums described in paragraph 1.1 of Part 5 of the Schedule;

  • Insurance Expenses means any Insurance Proceeds (i) applied to the repair of the related Leased Vehicle, (ii) released to the related Lessee in accordance with applicable law or the Customary Servicing Practices or (iii) representing other related expenses incurred by the Servicer that are not otherwise included in Liquidation Expenses or Disposition Expenses and recoverable by the Servicer under any applicable Servicer Basic Documents.

  • group insurance means insurance, other than creditor’s group insurance and family insurance, whereby the lives of a number of persons are insured severally under a single contract between an insurer and an employer or other person; (“assurance collective”)

  • Insurance Cost Increase shall not, however, include any premium increases resulting from the nature of the occupancy of any other lessee of the Building. If the parties insert a dollar amount in Paragraph 1.9, such amount shall be considered the "BASE PREMIUM." If a dollar amount has not been inserted in Paragraph 1.9 and if the Building has been previously occupied during the twelve (12) month period immediately preceding the Commencement Date, the "Base Premium" shall be the annual premium applicable to such twelve (12) month period. If the Building was not fully occupied during such twelve (12) month period, the "Base Premium" shall be the lowest annual premium reasonably obtainable for the Required Insurance as of the Commencement Date, assuming the most nominal use possible of the Building. In no event, however, shall Lessee be responsible for any portion of the premium cost attributable to liability insurance coverage in excess of $1,000,000 procured under Paragraph 8.2(b).

  • Insured Expenses Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

  • Crew Insurances means insurances against crew risks which shall include but not be limited to death, sickness, repatriation, injury, shipwreck unemployment indemnity and loss of personal effects.

  • Excess Insurance means insurance purchased from an insurance company authorized or admitted in the State of New Jersey or deemed eligible by the Commissioner as a surplus lines insurer or from any other entity authorized to provide said coverage in this state pursuant to law, covering losses in excess of an amount set forth in insurance contracts on a specific occurrence, or per accident or annual aggregate basis.

  • Housing costs means the compensation or fees paid or charged, usually periodically, for the use of any property. land, buildings, or equipment. For purposes of this chapter, housing costs include the basic rent charge and any periodic or monthly fees for other services paid to the landlord by the tenant, but do not include utility charges that are based on usage and that the tenant has agreed in the rental agreement to pay, unless the obligation to pay those charges is itself a change in the terms of the rental agreement.

  • Insurance adjuster means a person who directs or conducts the investigation, negotiation, or settlement of a claim under an insurance policy other than life insurance or an annuity, on behalf of an insurer, policyholder, or a claimant under an insurance policy.

  • Insurance Rent the sums described in paragraph 1.1 of Schedule 4; “Insured Risks” the risks of fire (including subterranean fire), lightning, explosion, storm, flood, subsidence, landslip, heave, earthquake, burst or overflowing water pipes, tanks or apparatus, impact by aircraft or other aerial devices and any articles dropped from them, impact by vehicles, terrorism, riot, civil commotion and malicious damage to the extent, in each case, that cover is generally available on normal commercial terms in the UK insurance market at the time the insurance is taken out, and any other risks against which the Landlord reasonably insures from time to time, subject in all cases to any excesses, limitations and exclusions imposed by the insurers;10

  • Special Primary Insurance Premium With respect to any Special Primary Insurance Policy, the monthly premium payable thereunder. Statutory Trust Statute: Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. §3801 et seq., as the same may be amended from time to time.

  • ' Compensation Insurance With respect to all operations performed, the Party shall carry workers’ compensation insurance in accordance with the laws of the State of Vermont. Vermont will accept an out-of-state employer's workers’ compensation coverage while operating in Vermont provided that the insurance carrier is licensed to write insurance in Vermont and an amendatory endorsement is added to the policy adding Vermont for coverage purposes. Otherwise, the party shall secure a Vermont workers’ compensation policy, if necessary to comply with Vermont law.

  • Travel Insurance means coverage for personal risks incidental to planned travel, including one or more of the following:

  • Loss Adjustment Expenses means all costs and expenses incurred by the Company in the investigation, adjustment and settlement of claims. Loss adjustment expenses include third-party costs as well as the Company’s internal expenses, including salaries and expenses of loss management personnel and certain administrative costs.

  • Insurance carrier means every insurance carrier duly

  • Net Insurance/Condemnation Proceeds means an amount equal to: (a) any Cash payment or proceeds (including Cash Equivalents) received by the Borrower or any of its Restricted Subsidiaries (i) under any casualty insurance policy in respect of a covered loss thereunder of any assets of the Borrower or any of its Restricted Subsidiaries or (ii) as a result of the taking of any assets of the Borrower or any of its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation, expropriation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (b) (i) any actual out-of-pocket costs incurred by the Borrower or any of its Restricted Subsidiaries in connection with the adjustment, settlement or collection of any claims of the Borrower or the relevant Restricted Subsidiary in respect thereof, (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest and other amounts on any Indebtedness (other than the Loans, Indebtedness outstanding with respect to the Second Lien Term Loans and any Indebtedness secured by a Lien on the Collateral that is pari passu with or expressly subordinated to the Lien on the Collateral securing any Secured Obligation) that is secured by a Lien on the assets in question and that is required to be repaid or otherwise comes due under the terms thereof as a result of such loss, taking or sale, (iii) in the case of a taking, the reasonable out-of-pocket costs of putting any affected property in a safe and secure position, (iv) any selling costs and out-of-pocket expenses (including reasonable broker’s fees or commissions, legal fees, transfer and similar Taxes and the Borrower’s good faith estimate of income or other Taxes paid or payable (including pursuant to Tax sharing arrangements or any Tax distribution)) in connection with any sale or taking of such assets as described in clause (a) of this definition, (v) any amounts provided as a reserve in accordance with GAAP against any liabilities under any indemnification obligation or purchase price adjustments associated with any sale or taking of such assets as referred to in clause (a) of this definition (provided that to the extent and at the time any such amounts are released from such reserve (other than in connection with a payment in respect of such liability), such amounts shall constitute Net Insurance/Condemnation Proceeds) and (vi) the pro rata portion of such Net Insurance/Condemnation Proceeds (calculated without regard to this clause vi) attributable to minority interests and not available for distribution to or for the account of the Borrower and the Restricted Subsidiaries as a result thereof.

  • Insurance Coverage Contractor shall, at Contractor’s sole expense, procure, maintain and keep in force for the duration of this Contract the following insurance conforming to the minimum requirements specified below. Unless specified herein or otherwise agreed to by the City, the required insurance shall be in effect prior to the commencement of work by Contractor and shall continue in force as appropriate until the latter of:

  • Insurance Premiums shall have the meaning set forth in Section 6.1(b) hereof.

  • Other Insurance means insurance available to any covered person that covers a loss to which this policy applies, other than either primary insurance or insurance specifically purchased by you to be excess of the insurance afforded by this policy.

  • Net Insurance Proceeds Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the express requirements of the Mortgage or Note or other Loan Documents included in the Mortgage File or in accordance with the Servicing Standard, or with respect to the environmental insurance policy, applied to pay any costs, expenses, penalties, fines or similar items; provided that, in the case of an Outside Serviced Mortgage Loan, “Net Insurance Proceeds” under this Agreement shall be limited to any related Insurance Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.

  • Insurance Contracts means the insurance or annuity policies and contracts, together with all binders, slips, certificates, endorsements and riders thereto, issued or entered into by any Insurance Company prior to the Closing.

  • Property Insurance is defined in Section 6.10(a).

  • Insurance Contract means a contract (other than an Annuity Contract) under which the issuer agrees to pay an amount upon the occurrence of a specified contingency involving mortality, morbidity, accident, liability, or property risk.

  • Insurance means comprehensive insurance of the vehicle(s)/equipment and shall include insurance of the crew.

  • Approved Operating Expenses means Operating Expenses incurred by Borrower or by any Manager on Borrower’s behalf (excluding any Restricted Payments) which (i) are included in the Approved Annual Budget for the current calendar month, (ii) are for real estate taxes, insurance premiums, electric, gas, oil, water, sewer or other utility service to the Properties, (iii) are for Management Fees, or (iv) have been approved in writing by Lender as Approved Operating Expenses; provided, however, that Approved Operating Expenses shall also include, for any calendar month in which Operating Expenses exceed the Monthly Operating Expense Budgeted Amount, the amount of such excess Operating Expenses up to and not to exceed ten percent (10%) of the Monthly Operating Expense Budgeted Amount for such calendar month as to which Borrower provides to Lender a reasonably detailed explanation of the reasons for and expenditures resulting in Operating Expenses exceeding the Monthly Operating Expense Amount.

  • R&W Insurance Policy means the representations and warranties insurance policy issued to Buyer in connection with the transactions contemplated hereby.