Representations and Warranties Insurance Policy. No failure of Purchaser to obtain the Representations and Warranties Insurance Policy, and no cancellation, termination, amendment, waiver or other modification of the Representation and Warranties Insurance Policy, shall in any way increase any rights of Purchaser, increase any obligations of Seller, or modify or affect in any way any limitations set forth in this Agreement or arising in connection with the transactions contemplated hereby. If the Purchaser obtains the Representations and Warranties Insurance Policy, such Representations and Warranties Insurance Policy shall contain a complete waiver of the right to subrogation against the Seller and its Affiliates and neither the Purchaser nor its Affiliates shall amend the Representations and Warranties Insurance Policy in any manner that effects such waiver without the prior written consent of the Seller, which consent may be withheld at its sole and absolute discretion.
Representations and Warranties Insurance Policy. On or prior to the Closing Date, Purchaser shall obtain an insurance policy with respect to the representations and warranties of the Acquired Companies and Sellers under this Agreement (the “R&W Policy”). Purchaser shall provide a copy of the R&W Policy to Sellers’ Representative at least five (5) Business Days prior to the Closing Date. All premiums and fees due over the duration of the R&W Policy shall be fully paid at or shortly following the Closing by Purchaser. Purchaser shall cause the R&W Policy to expressly provide by endorsement that the policy provider, whether by its own right or through the right of the insured, shall not have the right to, expressly waives, and will not pursue any subrogation rights or contribution rights or any other claims against Sellers or any of their Affiliates, other than for Actual Fraud in connection with any claim made by any Purchaser Party thereunder, and that such provision of the insurance policy may not be amended in a manner adverse to Sellers without the prior written consent of Sellers.
Representations and Warranties Insurance Policy. (a) The Purchaser has purchased for its benefit a representations and warranties insurance policy (the R&W Insurance Policy), and except as otherwise set forth in this Article X, the R&W Insurance Policy shall provide Purchaser’s sole and exclusive recourse with respect to Losses suffered or incurred from claims of breaches of representations and warranties arising under this Agreement. All premiums and underwriting and due diligence fees for the R&W Insurance Policy shall be borne by the Purchaser.
Representations and Warranties Insurance Policy. Sellers and/or the Representative have provided to Purchaser full and complete copies of (a) that certain Buyer-Side Representations and Warranties Insurance Policy, Policy Number 28429313, issued by Lexington Insurance Company (the “RWI Policy”), and (b) the Acquisition Agreement (as defined in the RWI Policy). As of the date of this Agreement, no Fairway Group Company has made any claim under the RWI Policy.
Representations and Warranties Insurance Policy. At the request of parent, the Company and the Representative shall use commercially reasonable efforts to assist Parent in obtaining a representations and warranties insurance policy with respect to this Agreement.
Representations and Warranties Insurance Policy. The Canadian Purchaser shall have obtained the Representations and Warranties Insurance Policy, with the terms and conditions thereof being satisfactory to the Canadian Purchaser. Premiums in respect of such policy shall be paid for by the Canadian Purchaser, US Purchaser or one of their respective Affiliates.
Representations and Warranties Insurance Policy. In connection with the Closing, a buyer-side representations and warranties insurance policy (the “R&W Insurance Policy”) may be purchased by Parent. Parent shall be responsible for paying for paying 100% of the costs and expenses relating to the R&W Insurance Policy.
Representations and Warranties Insurance Policy. Prior to the Closing, the Parent shall use its reasonable best efforts to negotiate and obtain an insurance policy for any breaches or inaccuracies of the Company’s representations and warranties set forth in Article III hereof (the “R&W Insurance Policy”). All costs and expenses of such insurance policy shall be borne by the Parent.
Representations and Warranties Insurance Policy. (a) Buyer, the Shareholders, the Company and their respective Affiliates acknowledge that Buyer has conditionally bound an insurance policy from AIG Specialty Insurance Company (or an affiliate thereof) on the terms and conditions set forth in the insurance binder for the representation and warranty insurance policy attached to this Agreement as Exhibit C (the “R&W Insurance Policy”). Buyer shall pay one hundred percent (100%) of the premium cost of the R&W Insurance Policy. The parties agree that Buyer shall also bear one hundred percent (100%) of the amount of any retention associated with the R&W Insurance Policy.
Representations and Warranties Insurance Policy. United shall use its reasonable best efforts to obtain a representations and warranties insurance policy substantially on the terms and subject to the conditions set forth in the policy binder provided by United to Torch on or prior to the date hereof, which policy shall include coverage, subject to customary limitations, for Taxes imposed on any ContentCo Entity for Pre-Closing Tax Periods (the “R&W Insurance Policy”), and Torch shall execute and deliver such documents and take such other actions as are customary for a transaction of this nature and as United may reasonably request in order to assist United in fulfilling such obligation.
