(a) ​ will be responsible for paying the premiums, commissions, fees, Taxes and other costs and expenses of procuring and maintaining the R&W Insurance Policy promptly when due and the Seller and the Purchaser shall take all other actions within their respective control in order for the R&W Insurance Policy to be issued at Closing. Except as expressly set forth in this Agreement, neither the Seller nor any Affiliate thereof will have any liability or obligation to indemnify or compensate the Purchaser or any other Person regardless of whether the Purchaser can maintain the R&W Insurance Policy, whether the terms thereof do not provide coverage for any specific type or category of claims or losses, or whether the issuer or underwriter of such policy terminates the same or does not for any reason accept or pay any claims made thereunder. The Purchaser will not, and will cause the insureds not to, waive, amend, modify or otherwise revise the R&W Waiver under the R&W Insurance Policy and the Purchaser will enforce the R&W Waiver under the R&W Insurance Policy. The Purchaser acknowledges and agrees that ​, subject only to the satisfaction or waiver of the conditions to the Closing set forth in Section 5.

(a) ​ will be responsible for paying the premiums, commissions, fees, Taxes and other costs and expenses of procuring and maintaining the R&W Insurance Policy promptly when due and the Seller and thePolicy. Purchaser shall takeprocure on or prior to the Closing Date, a buyer-side representation and warranty insurance policy from an insurer, which shall include the following terms: # Purchaser shall be the named insured, # coverage of at least Sixteen Million Dollars ($16,000,000) and # a duration at least # through the Expiration Date for claims related to any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement (other than the Fundamental Representations) and # for six (6) years after the Closing for all other actions within their respective control in order for the R&W Insurance Policy to be issued at Closing. Except as expressly set forth in this Agreement, neither the Seller nor any Affiliate thereof will have any liability or obligation to indemnify or compensate the Purchaser or any other Person regardless of whether the Purchaser can maintain theclaims covered by such R&W Insurance Policy, whetheror a similar insurance policy with terms reasonably satisfactory to Purchaser (the “R&W Insurance Policy”) to insure against Losses incurred by a Purchaser Indemnified Party as a result of any inaccuracy or failure of any representation or warranty made by the terms thereof do not provide coverageCompany in this Agreement to be true and correct as of the Closing Date (or as to the date made, where such representation or warranty relates to an earlier specified date), subject in all events to exclusions which are customary in nature, including without limitation, exclusions for any specific type or category of claims or losses, or whether the issuer or underwriter of such policy terminates the same or does not for any reason accept or pay any claims made thereunder.matters set forth on [Schedule D] hereto. The Purchaser will not, and will cause the insureds not to, waive, amend, modify or otherwise revise the R&W Waiverpremium due under the R&W Insurance Policy and the Purchaser will enforce theother related costs shall be borne as follows: # up to Five Hundred Thousand Dollars ($500,000) (the “Company R&W Waiver underPremium Amount”) by the Company (which shall be included as a “Company Transaction Expense”) and # the remainder by Purchaser. The R&W Insurance Policy shall include provisions whereby the insurer expressly waives any subrogation rights against any Equity Holder with respect to any claim made by the insured thereunder (except for fraud or criminal acts). Notwithstanding any provision to the contrary in this Agreement, Purchaser agrees not to amend the R&W Insurance Policy. The Purchaser acknowledges and agrees that ​, subject only toPolicy without the satisfaction or waiverprior written consent of the conditions to the Closing set forth in Section 5.Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

(a) ​ will be responsible for paying the premiums, commissions, fees, Taxes and other costs and expenses of procuring and maintaining the R&W Insurance Policy promptly when due and the Seller and the Purchaser shall take all other actions within their respective control in order for the R&W Insurance Policy to be issued at Closing. Exceptthan as expressly set forth in this Agreement, neither the Seller nor any Affiliate thereof will have any liability or obligation to indemnify or compensate the Purchaser or any other Person regardless of whether the Purchaser can maintain the R&W Insurance Policy, whether the terms thereof do not provide coverage for any specific type or category of claims or losses, or whether the issuer or underwriter of such policy terminates the same or does not for any reason accept or pay any claims made thereunder. The Purchaser will not, and will cause the insureds not to, waive, amend, modify or otherwise revise the R&W Waiver under the R&W Insurance Policy and the Purchaser will enforce the R&W Waiver under the R&W Insurance Policy. The Purchaser acknowledgeshas paid, or will pay before the due date required by the insurer(s), any premiums and agrees that ​, subject onlyfees due in connection with the R&W Insurance Policy. The R&W Insurance Policy expressly provides that, except in the case of Fraud, no Insurer(s) thereunder has any rights against, and each Insurer(s) thereunder has expressly waived and has agreed not to pursue, directly or indirectly, any claims in connection with this Agreement or the satisfactionTransactions by way of subrogation, contribution or waiverotherwise against, the Seller or any of its former, current or future Affiliates, or any of its or their respective former, current or future direct or indirect general or limited partners, shareholders, managers, management companies, portfolio companies, equity holders, controlling Persons, members, agents, incorporators, trustees or the Representatives, or the Representatives of any of the conditionsforegoing, or any heir, executor, administrator, successor or assign of any of the foregoing, including with respect to the Closing set forth in Section 5.any claim made by any insured thereunder (the “R&W Waiver”).