RWI Policy definition

RWI Policy means the purchaser-side representations and warranties insurance policy issued by the RWI Provider to Purchaser in connection with this Agreement.

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RWI Policy has the meaning set forth in Section 6.13.

RWI Policy is defined in Section 5.12.

Examples of RWI Policy in a sentence

• If Buyer or any of its Affiliates purchases an RWI Policy, such RWI Policy shall provide that, other than with respect to the Transferred Entity’s or Parent’s Fraud, the insurer to the RWI Policy shall have no indemnification, contribution, subrogation or other rights to pursue any claim in connection with this Agreement or the Transactions against Parent and that Parent shall be intended third-party beneficiaries of the foregoing waiver.

• Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇ acknowledges and agrees that (i) Seller has entered in this Agreement on the condition that Buyer has obtained, or will obtain, an RWI Policy, and (ii) irrespective of whether Buyer obtains an RWI Policy (and irrespective of whether the RWI Policy responds), Seller shall have no Liability whatsoever to Buyer or any other Person in respect of any claim for breach of a representation or warranty except in the case of Fraud.

• To the extent that it is reasonably likely that coverage is available for a Pre-Closing Occurrence under the RWI Policy, Buyer shall use commercially reasonable efforts to obtain recovery for such Pre-Closing Occurrence, and to the extent that Buyer recovers under the RWI Policy with respect to such Pre-Closing Occurrence, the amount of such recovery (net of costs of collection) shall reduce Buyer’s entitlement to recovery under this Section 5.10.

• Following the execution of this Agreement on the date hereof, Buyer shall bind coverage under the RWI Policy, and ▇▇▇▇▇ shall deliver a true and correct copy of the RWI Policy to Seller, in substantially the form provided to Seller prior to the date hereof.

• Buyer shall pay all premiums, underwriting fees and similar costs associated with Buyer obtaining the RWI Policy.

More Definitions of RWI Policy

RWI Policy has the meaning specified in Section 3.10.

RWI Policy means the Buyer-Side Representations and Warranties Insurance Policy obtained by Buyer in connection with this Agreement and the transactions contemplated hereby, bound effective as of the date hereof.

RWI Policy means the representations and warranty insurance policy to be obtained by the Acquiror on or prior to Closing.

RWI Policy means the Buyer-Side Representations and Warranties Insurance Policy that shall be obtained by Buyer in connection with this Agreement and the transactions contemplated hereby, bound effective as of the date hereof.

RWI Policy means a representation and warranty liability insurance policy that takes effect as of the date hereof insuring against the breach by the Company and/or the Company Stockholders of their representations or warranties set forth in this Agreement and in any agreement, document or certificate delivered pursuant to this Agreement.

RWI Policy means that certain representations and warranties insurance policy, policy number BW05145240213, provided to Seller in substantially final form prior to the execution of this Agreement and issued in connection with the Transactions.

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.