R&W Policy definition

R&W Policy means that certain representations and warranties insurance policy issued by the R&W Insurer to the Buyer.

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R&W Policy means a representation and warranty insurance policy for the benefit of Buyer obtained in connection with this Agreement on the terms described on Schedule 1.01 of the Buyer Disclosure Schedule.

R&W Policy has the meaning set forth in Section 5.11.

Examples of R&W Policy in a sentence

• Purchaser is solely responsible for any and all costs, expenses or other payments related to the R&W Policy and, prior to the Closing, Purchaser shall pay, or cause to be paid, all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions and Taxes related to such policy and all other fees and expenses associated with such policy.

• Purchaser shall not and shall cause its Affiliates not to, amend, modify or otherwise change, terminate or waive any provision of the R&W Policy (i) with respect to the waiver of subrogation set forth therein or (ii) in any manner that would reasonably be expected to increase or expand the ability or rights of the R&W Insurer thereunder to bring an action against, or otherwise seek recourse from, Seller or any of its Affiliates.

• Neither Seller nor any of its Affiliates shall have any direct or indirect liability in connection with any claims made against the R&W Policy except as provided in Section 6.13 hereof.

• For the avoidance of doubt, this Section 10.6(b) shall remain in full force and effect irrespective of whether (x) the R&W Policy is never issued to Purchaser, (y) the R&W Policy is revoked, cancelled or modified in any manner or (z) any Purchaser Indemnitee makes a claim under the R&W Policy and such claim is denied by the R&W Insurer (other than with respect to Fraud).

• The Seller Parties shall be direct Third Party beneficiaries of the waiver of subrogation sections in the R&W Policy.

More Definitions of R&W Policy

R&W Policy has the meaning specified in Section 7.09.

R&W Policy means that certain representation and warranty insurance policy for the benefit of Parent obtained in connection with this Agreement.

R&W Policy means that certain representations and warranties insurance policy issued in connection with the transactions contemplated by this Agreement, which provides coverage for the benefit of Buyer or its designee as the named insured for breaches of certain representations and warranties of Seller under this Agreement.

R&W Policy has the meaning set forth in Section 4.16.

R&W Policy means the Buyer-Side Representations and Warranties Insurance Policy, together with endorsements related thereto, issued by the R&W Insurer, a draft of which is attached as an exhibit to the R&W Binder.

R&W Policy means that certain Buyer-Side Representations and Warranties Insurance Policy, issued by AIG Specialty Insurance Company, for the benefit of the Company as named insured;

R&W Policy means the representations and warranties insurance policy that is being bound as of the date hereof, and which is attached to this Agreement as Exhibit C.