W&I Insurance Policy. The parties acknowledge that the Purchaser has entered into the W&I Insurance Policy in order to obtain further protection in the event of a breach of the Insured Warranties. The parties thus agree that with regard to the Seller Warranties:
W&I Insurance Policy. Notwithstanding any provision to the contrary in this Agreement:
W&I Insurance Policy. The Purchaser confirms that it has entered into the W&I Insurance Policy prior to or as of signing of this Agreement which is the Purchaser's sole recourse in the event of any breach or inaccuracy of any Warranty or under the Tax Indemnity. The Purchaser further confirms that the W&I Insurance Policy expressly excludes any rights for the provider(s) of the W&I Insurance Policy to exercise any rights of subrogation against the Seller or any of its Affiliates and Representatives, except in case of fraud or fraudulent misrepresentation.
W&I Insurance Policy. 5.6.1. The Purchaser confirms that it has, prior to the date of this Agreement, duly executed the W&I Insurance Policy (as defined below), and that the W&I Insurance Policy is therefore in full force and effect as of signing of this Agreement (but subject to Completion). A copy of the executed W&I Insurance Policy, and of a cost confirmation of the W&I Insurance Premium, have been attached to this Agreement as Schedule 5.6. The Purchaser will provide the Sellers with the W&I Insurance Premium cost confirmation ultimately two (2) Business Days before the Completion Date.
W&I Insurance Policy. 12.6.1 Without detracting from any other applicable limitations of liability under this Agreement and subject to the maximum liability of the Sellers for Business Warranties and Tax Claims under Clause 12.4 (Monetary limitations in respect of Business and Tax Claims), the Purchaser acknowledges and accepts that:
W&I Insurance Policy. The Seller shall use commercially reasonable efforts to cooperate with the Buyer in connection with any claim made by the Buyer or any of its Affiliates under the W&I Insurance Policy, to the extent that the Seller’s cooperation would assist the Buyer or any of its Affiliates in pursuing and obtaining the maximum recovery available in respect of such claim. So as to not affect the insurable interest of the Buyer and/or its Affiliates under the W&I Insurance Policy, the parties agree that the existence of the W&I Insurance Policy shall not limit the liability of the Buyer under this Agreement.
W&I Insurance Policy. 9.1 All Costs in relation to obtaining and maintaining in full force and effect the W&I Insurance Policy (including any premium, the W&I Insurer's legal fees, broker's fees and any Tax) shall be borne by the Buyer.
W&I Insurance Policy. 54 17 Confidentiality ..................................................................................................................... 55 18 Insurance ............................................................................................................................. 57 19
W&I Insurance Policy. (a) The parties agree to procure prior to Completion, a W&I Insurance Policy to a level and on terms satisfactory to the Purchaser, including on terms set out in clause 9.2 in the name of the Purchaser which indemnifies the Purchaser with effect from the date of Completion against any Loss in respect of any breach of any of the Vendor Warranties given under this Agreement.
