Indemnification/Payment Fund Clause Samples

Indemnification/Payment Fund. Following the Effective Date for a period of [***], Shore shall retain [***] of the Upfront Fee to serve as (a) a source of payment and remedy for any indemnification claim for which Santarus is entitled to recovery pursuant to this ARTICLE 11, (b) a fund by which to make any other payments required of Shore pursuant to this Agreement or (c) a fund by which to make other payments reasonably required in connection with the operation of Shore’s business (the “Indemnification/Payment Fund”). This obligation shall not in any way affect Shore’s obligations under Delaware corporate law to maintain sufficient assets to discharge its liabilities.