R&W Insurance Policy definition

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

R&W Insurance Policy has the meaning set forth in Section 6.15.

R&W Insurance Policy means that certain representations and warranties insurance policy to be issued by AIG Specialty Insurance Company, and all excess policies issued by the other R&W Insurers in connection therewith, to the Specified Buyer Affiliate with effect as of the Closing Date pursuant to (and subject to the terms and conditions of) the R&W Binder for such policy (as such policy may be amended, modified or supplemented from time to time in accordance with Section 8.10).

Examples of R&W Insurance Policy in a sentence

• In connection with the transactions contemplated hereby, the Purchaser shall obtain an R&W Insurance Policy and the Sellers, the Company and its Subsidiaries shall provide to the Purchaser such cooperation as is reasonably requested by the Purchaser and is reasonably necessary to be provided by the Sellers or the Company and/or its Subsidiaries in connection with the Purchaser obtaining such R&W Insurance Policy.

• The Purchaser shall be responsible for paying all premiums, commissions, fees and other costs and expenses of procuring and maintaining the R&W Insurance Policy.

• Without prejudice to their obligations under this Agreement, except as specifically set forth in Section 9, neither the Sellers nor any Affiliate thereof shall have any liability or obligation to indemnify or compensate the Purchaser or any other party to the extent the Purchaser does not obtain or fails to use its best endeavours to maintain the R&W Insurance Policy.

• If requested by the Sellers, the Purchaser shall provide the Sellers with a copy of the duly executed R&W Insurance Policy.

• If Losses in respect of breaches of Fundamental Representations are covered under the R&W Insurance Policy, any deductible pertaining to such Losses under the R&W Insurance Policy shall be solely paid by the Sellers.

More Definitions of R&W Insurance Policy

R&W Insurance Policy means that certain insurance policy, to be issued by the R&W Insurer and to be bound as provided in Section 6.13, in the name and for the benefit of the Buyer Indemnified Parties.

R&W Insurance Policy means the buyer-side representation and warranty liability insurance policy, if any, bound in connection with this Agreement.

R&W Insurance Policy means an insurance policy issued by Ethos Specialty Insurance Services LLC or its Affiliates, which provides coverage for the benefit of Buyer or its designee as the named insured for breaches of certain of the representations and warranties of the Company and Sellers set forth in ARTICLE III and ARTICLE IV and other losses, substantially in the form appended to the executed conditional binder agreement attached hereto as Exhibit D.

R&W Insurance Policy means a representations and warranties insurance policy issued to Parent or an Affiliate thereof in connection with the Transactions.

R&W Insurance Policy has the meaning set forth in Section 9.1.

R&W Insurance Policy shall have the meaning given to such term in Section 11.08.

R&W Insurance Policy shall have the meaning set forth in Section 8.8 (R&W Insurance).