RWI Policy definition

RWI Policy has the meaning set forth in Section 6.16.

RWI Policy means the buyer-side representation and warranty insurance policy relating to this Agreement, issued to Parent by the Insurance Provider on the date hereof.

RWI Policy is defined in Section 5.12.

Examples of RWI Policy in a sentence

• Buyer shall not, without the prior written consent of the Seller Representative, amend Section VIII(B) (Subrogation) of the RWI Policy in a manner that is, or would reasonably be expected to be, adverse to the Sellers, any of their respective Affiliates, or any officer, director, employee or representative of any of the foregoing persons.

• For the avoidance of doubt, Xxxxx shall pay all fees and expenses with respect to the RWI Policy.

• Parent and Xxxxx further acknowledge and agree that Buyer shall, at Xxxxx’s sole cost and expense, purchase the RWI Policy as Parent and Buyer’s sole and exclusive remedy from and after the Closing, except in the case of Actual Fraud, for breaches of any representation and warranty in this Agreement and in any Transaction Document.

More Definitions of RWI Policy

RWI Policy has the meaning set forth in Section 7.11(a).

RWI Policy means the insurance policy purchased by Buyer to insure itself against breaches by the Company of its representations and warranties set forth in this Agreement.

RWI Policy means any purchaser-side representations and warranties policy obtained by Buyer in connection with the transactions contemplated hereby.

RWI Policy means the insurance policy purchased by Parent to insure itself against breaches by the Company of its representations and warranties set forth in this Agreement.

RWI Policy means the insurance policy or policies to be obtained by Buyer to cover Losses in excess of the Retention resulting from the breach of any of the Sellers’ or the Company’s representations and warranties.

RWI Policy means a transaction representations and warranties insurance policy acquired by Buyer, the terms of which are to the reasonable satisfaction of the Sellers, to be dated as of the Closing Date, issued by AIG Specialty Insurance Company and in substantially the form attached hereto as Exhibit F. The RWI Policy shall provide that the insurer(s) thereunder shall have no right, and waives any right, of subrogation, contribution or otherwise against any Seller Indemnified Party (including any former, current, or future Representative of any of the foregoing) based upon, arising out of, or in any way connected to this Agreement, this transaction, or the RWI Policy, except for any payment under the RWI Policy resulting from such Person’s Fraud (which, for the avoidance of doubt, shall not be imputed to any other Person). The Seller Indemnified Parties shall be intended third party beneficiaries under the policy of the immediately preceding provision. Buyer and its Affiliates shall not amend, waive, modify or otherwise revise the RWI US-DOCS\102662145.20 Policy in any manner that could reasonably expected to adversely affect any Seller Indemnified Party without the consent of the Seller Representative, such consent not to be unreasonably withheld, conditioned or delayed.

RWI Policy has the meaning set forth in Section 4.15.