5Insurance. (a) Keep Parent’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies in Parent’s and its Subsidiaries’ industry and location and as Purchaser Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Purchaser Agent and Purchasers. (b) All United States-based property policies shall have a lender’s loss payable endorsement showing Purchaser Agent as lender loss payee and waive subrogation against Purchaser Agent, and all United States-based liability policies shall show, or have endorsements showing, Purchaser Agent, as additional insured. Purchaser Agent shall be named as lender loss payee and/or additional insured with respect to any such insurance policies providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Purchaser Agent, that it will give Purchaser Agent thirty (30) days (or in the case of non-payment, ten (10) days) prior written notice before any such policy or policies shall be materially altered or canceled; provided that, if any such provider does not agree to provide such notice, then Parent or the applicable Subsidiary shall not materially alter or cancel any such policy or policies without giving Purchaser Agent thirty (30) days prior written notice. At Purchaser Agent’s reasonable request, the Obligors shall deliver certified copies of policies and evidence of all premium payments. (c) Proceeds payable under any property insurance policy in respect of Collateral shall, at Purchaser Agent’s option, be payable to Purchaser Agent, for the benefit of the Secured Parties, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Issuer shall have the option of applying the proceeds of any casualty policy toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Purchaser Agent has been granted a first priority (subject to Permitted Priority Liens) security interest (except to the extent such replaced or repaired property was for property subject to a Permitted Lien), and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Purchaser Agent, be payable to Purchaser Agent, for the benefit of the Secured Parties, on account of the Obligations. (d) If Issuer or any of its Subsidiaries (other than the SPV Entities) fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons, Purchaser Agent and/or any Purchaser may make, at Issuer’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Purchaser Agent or such Purchaser, acting reasonably, deems prudent.
Appears in 2 contracts
Samples: Note Purchase Agreement (Zealand Pharma a/S), Note Purchase Agreement (Zealand Pharma a/S)
5Insurance. (a) Keep ParentBorrower’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies in ParentBorrower’s and its Subsidiaries’ industry and location and as Purchaser Collateral Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Purchaser Collateral Agent and Purchasers.
(b) Lenders. All United States-based property policies shall have a lender’s loss payable endorsement showing Purchaser Collateral Agent as lender loss payee and shall waive subrogation against Purchaser Collateral Agent, and all United States-based liability policies shall show, or have endorsements showing, Purchaser AgentCollateral Agent (for the ratable benefit of the Secured Parties), as additional insured. Purchaser The Collateral Agent shall be named as lender loss payee and/or additional insured with respect to any such insurance policies providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Purchaser the Collateral Agent, that it will give Purchaser the Collateral Agent thirty (30) days prior written notice (or in the case of non-payment, ten (10) days) days prior written notice for non-payment) before any such policy or policies shall be materially altered or canceled; provided that, if any such provider does not agree to provide such notice, then Parent or the applicable Subsidiary shall not materially alter or cancel any such policy or policies without giving Purchaser Agent thirty (30) days prior written noticecancelled. At Purchaser Collateral Agent’s reasonable request, the Obligors Borrower shall deliver to the Collateral Agent certified copies of policies and evidence of all premium payments.
(c) . Proceeds payable under any property insurance policy in respect of Collateral shall, at Purchaser Collateral Agent’s option, be payable to Purchaser Collateral Agent, for the ratable benefit of the Secured Parties, on account of the then-outstanding Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Issuer Borrower shall have the option of applying the proceeds of any casualty policy within one hundred eighty (180) days of receipt thereof up to Five Hundred Thousand Dollars ($500,000.00) with respect to any loss, but not exceeding Five Hundred Thousand Dollars ($500,000.00), in the aggregate for 30 US-DOCS\149068676.3 all losses under all casualty policies in any one year, toward the replacement promptly or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Purchaser Collateral Agent has been granted a first priority (subject to Permitted Priority Liens) security interest (except to the extent such replaced or repaired property was for property subject to a Permitted Lien)interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Purchaser Collateral Agent, be payable to Purchaser Collateral Agent, for the ratable benefit of the Secured PartiesLenders, on account of the Obligations.
(d) . If Issuer Borrower or any of its Subsidiaries (other than the SPV Entities) fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons, Purchaser Collateral Agent and/or any Purchaser Lender may makemake (but has no obligation to do so), at IssuerBorrower’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Purchaser Collateral Agent or such Purchaser, acting reasonably, Lender deems prudent.
Appears in 1 contract
5Insurance. (a) Keep ParentEach of the Borrower, Holdings, the other Loan Parties, and all other material Members of the Consolidated Group will maintain or cause to be maintained, with responsible insurance companies, including captive insurance companies, or through self-insurance (so long as such self-insurance is reasonable and prudent given the insured’s business, properties and loss history, applicable governmental requirements, and applicable customary industry practices, in each case as they change from time to time), insurance as to its Subsidiaries’ operations (other than business interruption insurance) and the Collateral insured for risks related liabilities, and against any loss or damage to all insurable property and assets owned by it, such insurance to be of a character and in or in excess of such amounts standard for as are customarily maintained by companies in Parent’s similarly situated and its Subsidiariesconducting like operations or owning like property or assets (subject to self-insured retentions and deductibles) and will (subject to self-insured retentions and deductibles) maintain or cause to be maintained insurance with respect to employers’ industry and location public and as Purchaser Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Purchaser Agent and Purchasersproduct liability risks.
(b) All United StatesThe Borrower shall procure that each Collateral Rig shall be fully insured as appropriate for an internationally reputable rig-based property policies shall have a lender’s loss payable endorsement showing Purchaser Agent as lender loss payee owning company against such risks, including but not limited to (i) Hull & Machinery, (ii) Hull Interest (or Increased Value) and waive subrogation against Purchaser AgentACOC (the latter two risks refer to Total Loss Coverage), (iii) War Risks (including acts of terrorism and piracy) and (iv) Protection & Indemnity (including cover for pollution liability emanating from the Collateral Rigs that is customary and reasonably prudent in both amount and scope for the industry, locations, operations, and all United States-based liability policies shall showassets of Holdings and its Subsidiaries), or have endorsements showingin each case in such amounts, Purchaser Agenton such terms and placed with such brokers/insurers/clubs, as additional insured. Purchaser Agent shall be named as lender loss payee and/or additional insured in accordance with reasonably prudent industry standards, it being acknowledged that the Borrower’s wholly owned affiliated insurance company is an acceptable insurance provider, subject to the requirements of clause (a) above with respect to any such insurance policies providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Purchaser Agent, that it will give Purchaser Agent thirty (30) days (or in the case of nonself-payment, ten (10) days) prior written notice before any such policy or policies shall be materially altered or canceled; provided that, if any such provider does not agree to provide such notice, then Parent or the applicable Subsidiary shall not materially alter or cancel any such policy or policies without giving Purchaser Agent thirty (30) days prior written notice. At Purchaser Agent’s reasonable request, the Obligors shall deliver certified copies of policies and evidence of all premium paymentsinsurance.
(c) Proceeds payable under any property insurance policy in respect The total insured value (Hull & Machinery plus Hull Interest) of each Collateral Rig shall at all times be equal to or greater than its Fair Market Value, and the aggregate total insured value of all Collateral Rigs (Hull & Machinery plus Hull Interest) shall be equal to or greater than 115% of the Revolving Credit Commitments Amount.
(d) The Hull & Machinery Insurance shall, at Purchaser Agent’s optionall times, cover at least 80% of the insurable value of the Collateral Rigs, while the remaining cover may be payable to Purchaser taken out as Hull Interest, increased value and/or ACOC Insurance.
(e) The Collateral Agent, for the benefit of the Secured PartiesLenders, on account shall be entitled to Mortgagees’ Interest Insurance (“MII”) and/or Mortgagees Additional Perils (Pollution) Insurance (“MAPI”) covering not less than 115% of the Obligations. Notwithstanding the foregoingRevolving Credit Commitments Amount, (a) so long as no Event of Default has occurred which MII and is continuingMAPI, Issuer shall have the option of applying the proceeds of any casualty policy toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as placed by the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Purchaser Agent has been granted a first priority (subject to Permitted Priority Liens) security interest (except to the extent such replaced or repaired property was for property subject to a Permitted Lien), and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Purchaser Agent, be payable to Purchaser Agent, for the benefit of the Secured Parties, on account of the ObligationsBorrower’s account.
(df) If Issuer Each insurance contract with respect to a Collateral Rig shall be in the approved name of the relevant entity or any of its Subsidiaries cover such Collateral Rig, and the Collateral Agent shall be named as sole loss payee (other than with respect to any proceeds for claims resulting from any physical damage to such Collateral Rig that do not exceed $25,000,000 and any proceeds payable for expenses other than physical damage, such as sue and labor and wreck removal expenses), with contractual subordination by the SPV EntitiesConsolidated Group (other than any protection and indemnity or excess liability insurance policies).
(g) fails All insurances placed through a captive insurer will have “cut-through clause” to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third personsreinsurance underwriters, Purchaser Agent and/or any Purchaser may make, at Issuer’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Purchaser Agent or such Purchaser, acting reasonably, deems prudentif any.
Appears in 1 contract
Samples: Credit Agreement (Transocean Ltd.)
5Insurance. (a) Keep ParentEach of the Borrower, Holdings, the other Loan Parties, and all other material Members of the Consolidated Group will maintain or cause to be maintained, with responsible insurance companies, including captive insurance companies, or through self-insurance (so long as such self-insurance is reasonable and prudent given the insured’s business, properties and loss history, applicable governmental requirements, and applicable customary industry practices, in each case as they change from time to time), insurance as to its Subsidiaries’ operations (other than business interruption insurance) and the Collateral insured for risks related liabilities, and against any loss or damage to all insurable property and assets owned by it, such insurance to be of a character and in or in excess of such amounts standard for as are customarily maintained by companies in Parent’s similarly situated and its Subsidiariesconducting like operations or owning like property or assets (subject to self-insured retentions and deductibles) and will (subject to self-insured retentions and deductibles) maintain or cause to be maintained insurance with respect to employers’ industry and location public and as Purchaser Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Purchaser Agent and Purchasersproduct liability risks.
(b) All United StatesThe Borrower shall procure that each Collateral Rig shall be fully insured as appropriate for an internationally reputable rig-based property policies shall have a lender’s loss payable endorsement showing Purchaser Agent as lender loss payee owning company against such risks, including but not limited to (i) Hull & Machinery, (ii) Hull Interest (or Increased Value) and waive subrogation against Purchaser AgentACOC (the latter two risks refer to Total Loss Coverage), (iii) War Risks (including acts of terrorism and piracy) and (iv) Protection & Indemnity (including cover for pollution liability emanating from the Collateral Rigs that is customary and reasonably prudent in both amount and scope for the industry, locations, operations, and all United States-based liability policies shall showassets of Holdings and its Subsidiaries), or have endorsements showingin each case in such amounts, Purchaser Agenton such terms and placed with such brokers/insurers/clubs, as additional insured. Purchaser Agent shall be named as lender loss payee and/or additional insured in accordance with reasonably prudent industry standards, it being acknowledged that the Borrower’s wholly owned affiliated insurance company is an acceptable insurance provider, subject to the requirements of clause (a) above with respect to any such insurance policies providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Purchaser Agent, that it will give Purchaser Agent thirty (30) days (or in the case of nonself-payment, ten (10) days) prior written notice before any such policy or policies shall be materially altered or canceled; provided that, if any such provider does not agree to provide such notice, then Parent or the applicable Subsidiary shall not materially alter or cancel any such policy or policies without giving Purchaser Agent thirty (30) days prior written notice. At Purchaser Agent’s reasonable request, the Obligors shall deliver certified copies of policies and evidence of all premium paymentsinsurance.
(c) Proceeds payable under any property insurance policy in respect The total insured value (Hull & Machinery plus Hull Interest) of each Collateral Rig shall at all times be equal to or greater than its Fair Market Value, and the aggregate total insured value of all Collateral Rigs (Hull & Machinery plus Hull Interest) shall be equal to or greater than 115% of the Revolving Credit Commitments Amount.
(d) The Hull & Machinery Insurance shall, at Purchaser Agent’s optionall times, cover at least 80% of the insurable value of the Collateral Rigs, while the remaining cover may be payable to Purchaser taken out as Hull Interest, increased value and/or ACOC Insurance.
(e) The Collateral Agent, for the benefit of the Secured PartiesLenders, on account shall be entitled to Mortgagees’ Interest Insurance (“MII”) and/or Mortgagees Additional Perils (Pollution) Insurance (“MAPI”) covering not less than 115% of the Obligations. Notwithstanding the foregoingRevolving Credit Commitments Amount, (a) so long as no Event of Default has occurred which MII and is continuingMAPI, Issuer shall have the option of applying the proceeds of any casualty policy toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as placed by the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Purchaser Agent has been granted a first priority (subject to Permitted Priority Liens) security interest (except to the extent such replaced or repaired property was for property subject to a Permitted Lien), and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Purchaser Agent, be payable to Purchaser Agent, for the benefit of the Secured Parties, on account of the ObligationsBorrower’s account.
(df) If Issuer Each insurance contract with respect to a Collateral Rig shall be in the approved name of the relevant entity or any of its Subsidiaries cover such Collateral Rig, and the Collateral Agent shall be named as sole loss payee (other than with respect to any proceeds for claims resulting from any physical damage to such Collateral Rig that do not exceed $25,000,000 and any proceeds payable for expenses other than physical damage, such as xxx and labor and wreck removal expenses), with contractual subordination by the SPV EntitiesConsolidated Group (other than any protection and indemnity or excess liability insurance policies).
(g) fails All insurances placed through a captive insurer will have “cut-through clause” to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third personsreinsurance underwriters, Purchaser Agent and/or any Purchaser may make, at Issuer’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Purchaser Agent or such Purchaser, acting reasonably, deems prudentif any.
Appears in 1 contract
Samples: Credit Agreement (Transocean Ltd.)
5Insurance. (a) Keep Parent’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies in ParentBorrower’s and its Subsidiaries’ industry and location and as Purchaser Agent Bank may reasonably request. Insurance policies shall be in a form, with companiesfinancially sound and reputable insurance companies that are not Affiliates of Borrower, and in amounts that are reasonably satisfactory to Purchaser Agent and Purchasers.
(b) Bank. All United States-based property policies shall have a lender’s loss payable endorsement showing Purchaser Agent Bank as lender loss payee and waive subrogation against Purchaser Agent, and all United States-based payee. All liability policies shall show, or have endorsements showing, Purchaser Agent, Bank as an additional insured. Purchaser Agent Bank shall be named as lender loss payee and/or additional insured with respect to any such insurance policies providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Purchaser Agent, that it will give Purchaser Agent thirty (30) days (or in the case of non-payment, ten (10) days) prior written notice before any such policy or policies shall be materially altered or canceled; provided that, if any such provider does not agree to provide such notice, then Parent or the applicable Subsidiary shall not materially alter or cancel any such policy or policies without giving Purchaser Agent thirty (30) days prior written notice. At Purchaser Agent’s reasonable request, the Obligors shall deliver certified copies of policies and evidence of all premium payments.
(cb) Proceeds Ensure that proceeds payable under any property insurance policy in respect of Collateral shallare, at Purchaser AgentBank’s option, be payable to Purchaser Agent, for the benefit of the Secured Parties, Bank on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Issuer Borrower shall have the option of applying the proceeds of any casualty policy up to One Hundred Thousand Dollars ($100,000.00) with respect to any loss, but not exceeding Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Purchaser Agent Bank has been granted a first priority (subject to Permitted Priority Liens) security interest (except to the extent such replaced or repaired property was for property subject to a Permitted Lien)interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Purchaser AgentBank, be payable to Purchaser Agent, for the benefit of the Secured Parties, Bank on account of the Obligations.
(dc) At Bank’s request, Borrower shall deliver certified copies of insurance policies and evidence of all premium payments. Each provider of any such insurance required under this Section 6.5 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Bank, that it will give Bank thirty (30) days prior written notice before any such policy or policies shall be materially altered or canceled. If Issuer or any of its Subsidiaries (other than the SPV Entities) Borrower fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third personspersons and Bank, Purchaser Agent and/or any Purchaser Bank may make, at Issuer’s expense, make all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Purchaser Agent or such Purchaser, acting reasonably, Bank deems prudent.
Appears in 1 contract
Samples: Loan and Security Agreement (Blueprint Medicines Corp)
5Insurance. (a) Keep ParentBorrower’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies in ParentBorrower’s and its Subsidiaries’ industry and location and as Purchaser Collateral Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Purchaser Collateral Agent and Purchasers.
(b) Lenders. All United States-based property policies shall have a lender’s loss payable endorsement showing Purchaser Collateral Agent as lender loss payee and waive subrogation against Purchaser Collateral Agent, and all United States-based liability policies shall show, or have endorsements showing, Purchaser Collateral Agent, as additional insured. Purchaser The Collateral Agent shall be named as lender loss payee and/or additional insured with respect to any such insurance policies providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Purchaser the Collateral Agent, that it will give Purchaser the Collateral Agent thirty (30) days (or in the case of non-payment, ten (10) days) prior written notice before any such policy or policies shall be materially altered or canceled; provided that, if any such provider does not agree to provide such notice, then Parent or the applicable Subsidiary shall not materially alter or cancel any such policy or policies without giving Purchaser Agent thirty (30) days prior written notice. At Purchaser Collateral Agent’s reasonable request, the Obligors Borrower shall deliver certified copies of policies and evidence of all premium payments.
(c) . Proceeds payable under any property insurance policy in respect of Collateral shall, at Purchaser Collateral Agent’s option, be payable to Purchaser Collateral Agent, for the ratable benefit of the Secured PartiesLenders, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Issuer Borrower shall have the option of applying the proceeds of any casualty policy up to Five Hundred Thousand Dollars ($500,000.00) with respect to any loss, but not exceeding Five Hundred Thousand Dollars ($500,000.00), in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of better, equal or like value or usefulness as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Purchaser Collateral Agent has been granted a first priority (subject to Permitted Priority Liens) security interest (except to the extent such replaced or repaired property was for property subject to a Permitted Lien)interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Purchaser Agent, be payable to Purchaser Agent, for the benefit of the Secured Parties, on account of the Obligations.
(d) If Issuer or any of its Subsidiaries (other than the SPV Entities) fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons, Purchaser Agent and/or any Purchaser may make, at Issuer’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Purchaser Agent or such Purchaser, acting reasonably, deems prudent.the
Appears in 1 contract
Samples: Loan and Security Agreement (Scholar Rock Holding Corp)
5Insurance. (a) Keep Parent’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies in Parent’s and its Subsidiaries’ industry and location and as Purchaser Agent may reasonably request. Insurance policies shall The Loan Parties will maintain or cause to be in a formmaintained, with companiesfinancially sound and reputable insurers, (i) business interruption insurance, and in amounts that are reasonably satisfactory to Purchaser Agent and Purchasers.
(bii) All United States-based casualty insurance, such public liability insurance, third party property policies shall have a lender’s loss payable endorsement showing Purchaser Agent as lender loss payee and waive subrogation against Purchaser Agent, and all United States-based liability policies shall show, damage insurance or have endorsements showing, Purchaser Agent, as additional insured. Purchaser Agent shall be named as lender loss payee and/or additional insured such other insurance with respect to any such insurance policies providing coverage liabilities, losses or damage in respect of any Collateralthe assets, properties and businesses of the Loan Parties as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Each such policy of insurance shall (1) name Administrative Agent, on behalf of Lenders as an additional insured thereunder as its interests may appear, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Purchaser Agent, that it will give Purchaser Agent thirty (302) days (or in the case of non-paymenteach casualty insurance policy, ten (10) days) contain a loss payable clause or endorsement, satisfactory in form and substance to Administrative Agent, that names Administrative Agent, on behalf of Secured Parties as the loss payee thereunder. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, Administrative Agent may, upon [***] prior written notice before to Borrower, arrange for such insurance, but at Company’s expense and without any such policy or policies shall be materially altered or canceled; provided thatresponsibility on Administrative Agent’s part for obtaining the insurance, if any such provider does not agree to provide such noticethe solvency of the insurance companies, then Parent the adequacy of the coverage, or the applicable Subsidiary shall not materially alter or cancel any such policy or policies without giving Purchaser Agent thirty (30) days prior written noticecollection of claims. At Purchaser Agent’s reasonable request, the Obligors shall deliver certified copies of policies and evidence of all premium payments.
(c) Proceeds payable under any property insurance policy in respect of Collateral shall, at Purchaser Agent’s option, be payable to Purchaser Agent, for the benefit of the Secured Parties, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Issuer shall have the option of applying the proceeds of any casualty policy toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Purchaser Agent has been granted a first priority (subject to Permitted Priority Liens) security interest (except to the extent such replaced or repaired property was for property subject to a Permitted Lien), and (b) after Upon the occurrence and during the continuance of an Event of Default, all proceeds payable following notice to the Borrower, Administrative Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under such casualty policy shallany insurance policies, at the option of Purchaser Agentto receive, receipt and give acquittance for any payments that may be payable thereunder, and to Purchaser Agentexecute any and all endorsements, for receipts, releases, assignments, reassignments or other documents that may be necessary to effect the benefit collection, compromise or settlement of the Secured Parties, on account of the Obligationsany claims under any such insurance policies.
(db) If Issuer or any Each of its Subsidiaries (other than the SPV Entities) fails insurance policies required to obtain insurance as required be maintained under this Section 6.5 5.5 shall provide for at least [***] prior written notice to Administrative Agent of the cancellation or to pay any amount or furnish any required proof of payment to third persons, Purchaser Agent and/or any Purchaser may make, at Issuer’s expense, all or part substantial modification thereof. Receipt of such payment or obtain notice shall entitle Administrative Agent (but Administrative Agent shall not be obligated), upon [***] prior written notice to Loan Parties, to renew any such insurance policies policies, cause the coverages and amounts thereof to be maintained at levels required in pursuant to this Section 6.55.5 or otherwise to obtain similar insurance (including with respect to coverage types, limits and take any action under premiums) in place of such policies, in each case at the policies Purchaser Agent or such Purchaser, acting reasonably, deems prudentexpense of the Loan Parties.
Appears in 1 contract
5Insurance. (a) Keep ParentBorrower’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies in ParentBorrower’s and its Subsidiaries’ industry and location and as Purchaser Collateral Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Purchaser Collateral Agent and Purchasers.
(b) Lenders. All United States-based property policies shall have a lender’s loss payable endorsement showing Purchaser Collateral Agent as lender loss payee and waive subrogation against Purchaser Collateral Agent, and all United States-based liability policies shall show, or have endorsements showing, Purchaser Collateral Agent, as additional insured. Purchaser The Collateral Agent shall be named as lender loss payee and/or additional insured with respect to any such insurance policies providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, agree by endorsement upon the policy or policies issued by it or by independent instruments furnished to Purchaser the Collateral Agent, that it will give Purchaser the Collateral Agent thirty (30) days (or in the case of non-paymentor, ten (10) days, in the event of cancellation for non-payment of premiums) prior written notice before any such policy or policies shall be materially altered or canceled; provided that, if any such provider does not agree to provide such notice, then Parent or the applicable Subsidiary shall not materially alter or cancel any such policy or policies without giving Purchaser Agent thirty (30) days prior written notice. At Purchaser Collateral Agent’s reasonable request, the Obligors Borrower shall deliver certified copies of policies and evidence of all premium payments.
(c) . Proceeds payable under any property insurance policy in respect of Collateral shall, at Purchaser Collateral Agent’s option, be payable to Purchaser Collateral Agent, for the ratable benefit of the Secured PartiesLenders, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Issuer Borrower shall have the option of applying the proceeds of any casualty policy up to Five Hundred Thousand Dollars ($500,000.00) with respect to any loss, but not exceeding Five Hundred Thousand Dollars ($500,000.00), in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Purchaser Collateral Agent has been granted a first priority (subject to Permitted Priority Liens) security interest (except to the extent such replaced or repaired property was for property subject to a Permitted Lien)interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Purchaser Collateral Agent, be payable to Purchaser Collateral Agent, for the ratable benefit of the Secured PartiesLenders, on account of the Obligations.
(d) . If Issuer Borrower or any of its Subsidiaries (other than the SPV Entities) fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons, Purchaser Collateral Agent and/or any Purchaser Lender may make, at IssuerBorrower’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Purchaser Collateral Agent or such Purchaser, acting reasonably, Lender deems prudent.
Appears in 1 contract
Samples: Loan and Security Agreement (Kala Pharmaceuticals, Inc.)
5Insurance. (a) Keep Parent’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard customary for companies in ParentBorrower’s and its Subsidiaries’ industry and location and as Purchaser Agent Bank may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Purchaser Agent and Purchasers.
(b) Bank. All United States-based property policies shall have a lender’s loss payable endorsement showing Purchaser Agent Bank as lender loss payee and waive subrogation against Purchaser AgentBank and shall provide that the insurer must give Bank at least thirty (30) days’ notice before canceling, and all United States-based amending, or declining to renew its policy. All liability policies shall show, or have endorsements showing, Purchaser Agent, Bank as an additional insured. Purchaser Agent shall be named as lender , and all such policies (or the loss payee and/or payable and additional insured with respect to any such insurance policies providing coverage in respect of any Collateral, and each provider of any such insurance endorsements) shall agree, by endorsement upon provide that the policy or policies issued by it or by independent instruments furnished to Purchaser Agent, that it will insurer shall give Purchaser Agent Bank at least thirty (30) days (or in the case of non-payment, ten (10) days) prior written ’ notice before any such policy canceling, amending, or policies shall be materially altered or canceled; provided that, if any such provider does not agree declining to provide such notice, then Parent or the applicable Subsidiary shall not materially alter or cancel any such policy or policies without giving Purchaser Agent thirty (30) days prior written noticerenew its policy. At Purchaser AgentBank’s reasonable request, the Obligors Borrower shall deliver certified copies of policies and evidence of all premium payments.
(c) . Proceeds payable under any property insurance policy in respect of Collateral shall, at Purchaser AgentBank’s option, be payable to Purchaser Agent, for the benefit of the Secured Parties, Bank on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Issuer shall have the option of applying the proceeds of any casualty policy toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Purchaser Agent has been granted a first priority (subject to Permitted Priority Liens) security interest (except to the extent such replaced or repaired property was for property subject to a Permitted Lien), and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Purchaser Agent, be payable to Purchaser Agent, for the benefit of the Secured Parties, on account of the Obligations.
(d) If Issuer or any of its Subsidiaries (other than the SPV Entities) Borrower fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third personspersons and Bank, Purchaser Agent and/or any Purchaser Bank may make, at Issuer’s expense, make all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Purchaser Agent or such Purchaser, acting reasonably, Bank deems prudent. UNLESS BORROWER PROVIDES BANK WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, BANK MAY PURCHASE INSURANCE AT BORROWER’S EXPENSE REASONABLY NECESSARY TO PROTECT BANK’S INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT THE INTERESTS OF BORROWER IN THE COLLATERAL. THE COVERAGE PURCHASED BY BANK MAY NOT PAY ANY CLAIMS THAT BANK MAKES OR ANY CLAIM THAT IS MADE AGAINST BANK IN CONNECTION WITH THE COLLATERAL. BORROWER MAY LATER CANCEL ANY SUCH INSURANCE PURCHASED BY BANK, BUT ONLY AFTER PROVIDING BANK WITH EVIDENCE THAT BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF BANK PURCHASES INSURANCE FOR THE COLLATERAL, BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT BANK MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE OBLIGATIONS SECURED HEREBY. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN.
Appears in 1 contract
Samples: Loan and Security Agreement (Mobivity Holdings Corp.)
5Insurance. Licensee acknowledges and agrees that during the Term and for a period of three (3) years thereafter it shall maintain, at its own expense, Commercial General Liability Insurance in commercially reasonable amounts to cover Licensee’s indemnification and other obligations under this Agreement and as required under Applicable Laws; provided such insurance shall cover product and related contractual liabilities in amounts no less than (a) Keep Parent’s prior to the commencement of Clinical Trials of any Licensed Product by or on behalf of Licensee, its Affiliates or its Sublicensees, [***] United States dollars ($[***]) per occurrence for personal injury, bodily injury and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies in Parent’s and its Subsidiaries’ industry and location and as Purchaser Agent may reasonably request. Insurance policies shall be in a form, with companiesinjury or destruction of property, and [***] United States dollars ($[***]) in amounts that are reasonably satisfactory to Purchaser Agent the aggregate, and Purchasers.
(b) All following the commencement of Clinical Trials for the first Licensed Product by or on behalf of Licensee, its Affiliates or its Sublicensees, [***] United States-based States dollars ($[***]) per occurrence for personal injury, bodily injury and injury or destruction of property, and [***] United States dollars ($[***]) in the aggregate, in each case of (a) and (b), with an internationally recognized, reliable and financially sound insurance carrier, to cover Licensee’s obligations under this Agreement, including personal injury, bodily injury, including death resulting therefrom, and injury or destruction of property policies caused by or arising from activities conducted under this Agreement. Minimum limits of insurance may be satisfied through a combination of primary and excess liability insurance policies. Licensee shall have a lender’s loss payable name Licensor and its subsidiaries, Affiliates, employees, directors, officers, and agents as an additional insured on each such policy and an endorsement showing Purchaser Agent as lender loss payee and stating same must be endorsed to the policy(ies) providing such required coverage. Licensee shall waive rights of subrogation against Purchaser AgentLicensor and its subsidiaries, Affiliates, employees and agents. Licensee’s policies of insurance are primary and non-contributory with any other coverage maintained by any insured. Licensee will furnish to Licensor, no later than the Effective Date, a properly executed Certificate of Insurance in English evidencing such coverages and endorsements set forth above, and all United States-based liability policies shall showshall, or have endorsements showing, Purchaser Agent, as additional insured. Purchaser Agent shall be named as lender loss payee and/or additional insured with respect to any such insurance policies providing coverage in respect within ten (10) Business Days of any Collateralrequest by Licensor at any time during the Term, and each provider provide copies of the policies, with all endorsements evidencing the coverage required by this Agreement. In the event of any such insurance notice of cancellation or non-renewal of the required minimum insurance, Licensee will take all necessary steps to ensure continuity of coverage and shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished provide to Purchaser Agent, that it will give Purchaser Agent Licensor written disclosure thirty (30) days (in advance of such cancellation or in the case of non-paymentrenewal, ten (10) days) prior written notice before any such policy or policies shall be materially altered or canceled; provided that, if any such provider does not agree to provide such notice, then Parent or the applicable Subsidiary shall not materially alter or cancel any such policy or policies without giving Purchaser Agent thirty (30) days prior written notice. At Purchaser Agent’s reasonable request, the Obligors shall deliver certified copies of policies and along with evidence of all premium payments.
(c) Proceeds payable under any property insurance its intention to enter into a replacement policy in respect of Collateral shall, at Purchaser Agent’s option, be payable to Purchaser Agent, for the benefit of the Secured Parties, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Issuer shall have the option of applying the proceeds of any casualty policy toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Purchaser Agent has been granted a first priority (subject to Permitted Priority Liens) security interest (except to the extent such replaced or repaired property was for property subject to a Permitted Lien), and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Purchaser Agent, be payable to Purchaser Agent, for the benefit of the Secured Parties, on account of the Obligationsrequired insurance.
(d) If Issuer or any of its Subsidiaries (other than the SPV Entities) fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons, Purchaser Agent and/or any Purchaser may make, at Issuer’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Purchaser Agent or such Purchaser, acting reasonably, deems prudent.
Appears in 1 contract
Samples: Sublicense Agreement (Intercept Pharmaceuticals, Inc.)
5Insurance. (a) Keep ParentBorrower’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies in ParentBorrower’s and its Subsidiaries’ industry and location and as Purchaser Collateral Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Purchaser Collateral Agent and Purchasers.
(b) Lenders. All United States-based property policies shall have a lender’s loss payable endorsement showing Purchaser Collateral Agent as lender loss payee and waive subrogation against Purchaser Collateral Agent, and all United States-based liability policies shall show, or have endorsements showing, Purchaser Collateral Agent, as additional insured. Purchaser The Collateral Agent shall be named as lender loss payee and/or additional insured with respect to any such insurance policies providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Purchaser the Collateral Agent, that it will give Purchaser the Collateral Agent thirty (30) days (or in the case of non-payment, ten (10) days) prior written notice before any such policy or policies shall be materially altered or canceled; provided that, if any such provider does not agree to provide such notice, then Parent or the applicable Subsidiary shall not materially alter or cancel any such policy or policies without giving Purchaser Agent thirty (30) days prior written notice. At Purchaser Collateral Agent’s reasonable request, the Obligors Borrower shall deliver certified copies of policies and evidence of all premium payments.
(c) . Proceeds payable under any property insurance policy in respect of Collateral shall, at Purchaser Collateral Agent’s option, be payable to Purchaser Collateral Agent, for the ratable benefit of the Secured PartiesLenders, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Issuer Borrower shall have the option of applying the proceeds of any casualty policy up to Five Hundred Thousand Dollars ($500,000.00) with respect to any loss, but not exceeding Five Hundred Thousand Dollars ($500,000.00), in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Purchaser Collateral Agent has been granted a first priority (subject to Permitted Priority Liens) security interest (except to the extent such replaced or repaired property was for property subject to a Permitted Lien)interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Purchaser Collateral Agent, be payable to Purchaser Collateral Agent, for the ratable benefit of the Secured PartiesLenders, on account of the Obligations.
(d) . If Issuer Borrower or any of its Subsidiaries (other than the SPV Entities) fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third personspersons on account of such insurance, Purchaser Collateral Agent and/or any Purchaser Lender may make, at IssuerBorrower’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Purchaser Collateral Agent or such Purchaser, acting reasonably, Lender deems prudent.
Appears in 1 contract
5Insurance. (a) Keep Parent’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies in ParentBorrower’s and its Subsidiaries’ industry and location and as Purchaser Agent Bank may reasonably request. Insurance policies shall be in a form, with companiesfinancially sound and reputable insurance companies that are not Affiliates of Borrower, and in amounts that are reasonably satisfactory to Purchaser Agent and Purchasers.
(b) Bank. All United States-based property policies shall have a lender’s loss payable endorsement showing Purchaser Agent Bank as lender loss payee and waive subrogation against Purchaser Agent, and all United States-based payee. All liability policies shall show, or have endorsements showing, Purchaser Agent, Bank as an additional insured. Purchaser Agent Bank shall be named as lender loss payee and/or additional insured with respect to any such insurance policies providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Purchaser Agent, that it will give Purchaser Agent thirty (30) days (or in the case of non-payment, ten (10) days) prior written notice before any such policy or policies shall be materially altered or canceled; provided that, if any such provider does not agree to provide such notice, then Parent or the applicable Subsidiary shall not materially alter or cancel any such policy or policies without giving Purchaser Agent thirty (30) days prior written notice. At Purchaser Agent’s reasonable request, the Obligors shall deliver certified copies of policies and evidence of all premium payments.
(cb) Proceeds Ensure that proceeds payable under any property insurance policy in respect of Collateral shallare, at Purchaser AgentBank’s option, be payable to Purchaser Agent, for the benefit of the Secured Parties, Bank on account of the Obligations. Notwithstanding the foregoing, (ai) so long as no Event of Default has occurred and is continuing, Issuer Borrower shall have the option of applying the proceeds of any casualty policy not exceeding Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (iA) shall be of equal or like value as the replaced or repaired Collateral and (iiB) shall be deemed Collateral in which Purchaser Agent Bank has been granted a first priority (subject to Permitted Priority Liens) security interest (except to the extent such replaced or repaired property was for property subject to a Permitted Lien)interest, and (bii) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Purchaser AgentBank, be payable to Purchaser Agent, for the benefit of the Secured Parties, Bank on account of the Obligations.
(dc) At Bank’s request, Xxxxxxxx shall deliver certified copies of insurance policies and evidence of all premium payments. Each provider of any such insurance required under this Section 6.5 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Bank, that it will give Bank twenty (20) days prior written notice (ten (10) days for non-payment of premium) before any such policy or policies shall be canceled. If Issuer or any of its Subsidiaries (other than the SPV Entities) Borrower fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third personspersons and Bank, Purchaser Agent and/or any Purchaser Bank may make, at Issuer’s expense, make all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Purchaser Agent or such Purchaser, acting reasonably, Bank deems prudent.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (Molekule Group, Inc.)
