Security for Indemnification. 12.01. At such time as any Licensed Product or Royalty Bearing Product, process or service relating to, or developed pursuant to, this Agreement Is being commercially distributed or sold or tested in clinical trials by CORPORATION or by a licensee, Affiliate or agent of CORPORATION, CORPORATION shall at its sole cost and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than $[…***…] per incident and $[…***…] annual aggregate during the period that such Licensed Product, Royalty Bearing Product, process, or service is being tested in clinical trials or commercially distributed or sold, and in each case naming the Indemnitees as additional insureds. Such comprehensive general liability insurance, shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for CORPORATION’s indemnification under Section 11 of this Agreement. If CORPORATION elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $[…***…] annual aggregate) such self-insurance program shall include assets or reserves which have been actuarially determined for the liabilities associated with this Agreement and must be acceptable to NYU. The minimum amounts of insurance coverage required under this Section 12 shall not be construed to create a limit of CORPORATION’s liability with respect to its indemnification under Section 11 of this Agreement.
12.02. CORPORATION shall provide NYU with written evidence of such insurance upon request of NYU. CORPORATION shall provide NYU with written notice at least sixty (60) days prior to the cancellation, non-renewal or material change in such insurance; if CORPORATION does not obtain replacement insurance providing comparable coverage within such sixty (60) day period, NYU shall have the right to terminate this Agreement effective at the end of such sixty (60) day period without notice or any additional waiting periods.
12.03. CORPORATION shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during (i) the period that any product, process or service, relating to, or developed pursuant to, this Agreement is being commercially distributed or sold or tested in clinical trials by CORPORATION or by an Affiliate or agent of CORPORATION and,(ii) a reasonable period after the period referred to in (i) above which in no event shall be less than five ...
Security for Indemnification a. At such time as any Licensed Product is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by AMICUS or by a sub-licensee, Affiliate or agent of AMICUS and to the extent that it is available on commercially reasonable terms, AMICUS shall at its sole cost and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than [***] per incident and [***] annual aggregate and naming the indemnitees as additional insureds. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for AMICUS’s indemnification under Section 9 of this Agreement. The minimum amounts of insurance coverage required under this Section 10 shall not be construed as a limit of AMICUS’s liability with respect to its indemnification under Section 9 of this Agreement.
b. AMICUS shall provide MSSM with written evidence of such insurance upon request of MSSM. AMICUS shall provide MSSM with written notice at least 60 days prior to the cancellation, non-renewal or material change in such insurance; if AMICUS does not obtain replacement insurance providing comparable coverage within such 60 day period effective immediately upon notice to AMICUS, MSSM shall have the right to terminate this Agreement effective at the end of such 60 day period without notice or any additional waiting periods.
c. AMICUS shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during: (i) the period that any product, process or service, relating to, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by AMICUS or by a licensee, Affiliate or agent of AMICUS and (ii) a reasonable period after the period referred to in (c)(i) above which in no event shall be less than seven years.
Security for Indemnification. To secure the obligations of the ---------------------------- Seller to indemnify the Buyer Group Members under this Article X and Article X --------- of each of the Other Acquisition Agreements, at the Closing the Buyer will deposit the Escrow Amount with the Escrow Agent, to be held and released in accordance with the terms of the Escrow Agreement. Until the entire Escrow Amount (or other security held under the Escrow Agreement) has been released in accordance with the terms of the Escrow Agreement, any indemnification required to be made by the Seller shall be satisfied pursuant to the terms of the Escrow Agreement. After the entire Escrow Amount (or other security held under the Escrow Agreement) has been so released, any indemnification obligations then remaining unsatisfied or thereafter arising shall be directly satisfied by the Seller through the payment to the Buyer Group Members of cash in an amount equal to the indemnifiable Loss or Expense. The parties agree to execute written instructions directing the Escrow Agent to release all or a portion of the Escrow Amount in accordance with and pursuant to the terms of this Article X. ---------
Security for Indemnification. Seller shall deposit the sum of $5,000,000 in escrow pursuant to the Escrow Agreement for the purpose of providing security for the satisfaction of the obligation to make payment hereunder (a) in respect of the Special Contingent Liability and (b)
Security for Indemnification. $1.8 million principal amount of Notes and the Notes issued pursuant to the Membership Purchase Agreement shall be held by Purchaser as security for Sellers' (as defined herein and in the Membership Purchase Agreement) indemnification obligations relating to this Agreement and the Membership Purchase Agreement, but the holders of such Notes shall be entitled to receive all interest on such Notes so long as such holder of the Notes shall not be in default of his or her indemnification obligations. Such Notes (or the excess over claimed indemnification) shall be delivered to the holders of such Notes if no claim for indemnification has been made (or if made has been resolved) on the eighteen month anniversary of the Closing Time.
Security for Indemnification. 57 10.7. Exclusive Remedy.................................................... 57 ARTICLE XI TERMINATION
Security for Indemnification. Beginning at the time any Licensed Product is being clinically tested with human subjects by SG, its Affiliates or a sublicensee of SG, SG shall have and maintain such type and amounts of liability insurance covering the development, manufacture, use, and sale of Licensed Products as is normal and customary in the pharmaceutical industry generally for parties similarly situated, with a minimum combined single limit per occurrence for products liability as follows: (i) a minimum limit of [***] at all times; (ii) a minimum limit of [***] for any period during which a SG, its Affiliates or its sublicensees is conducting a clinical trial(s) with any Licensed Product; (iii) a minimum limit of [***] for any period during which SG, its Affiliates or its sublicensees is selling any Licensed Product(s). This insurance shall also include contractual liability, and shall be carried with insurance companies with a Best rating of [***] or better. If carried under a claims made form, this insurance shall be carried by SG for a minimum of [***] ([***]) [***] following the termination of this Agreement. Upon request, SG shall provide GNE with a copy of its policies of insurance, or a certificate of insurance in that regard, along with any material amendments and revisions thereto. SG shall name the Indemnitees as an additional insured on the insurance policies discussed in this Section 9.4.
Security for Indemnification. The Escrow Fund shall be security for the Indemnitees' indemnity rights described above, subject to the limitations and in the manner provided in this Escrow Agreement.
Security for Indemnification. To secure the obligations of Seller (and Shareholder if applicable under Section 10.01(d)) to indemnify the Purchaser Indemnified Persons under Section 7.04 and this Article X, on the Closing Date Purchaser will deposit on behalf of Seller and Shareholder the Escrowed Amount with the Escrow Agent, to be held and released in accordance with the terms of the Escrow Agreement. Until all of the Escrowed Amount has been released in accordance with the terms of the Escrow Agreement, any indemnification required to be made by Seller (other than under Section 10.01(a)(iv)) (or Shareholder if applicable under Section 10.01(d)) shall first be satisfied pursuant to the terms of the Escrow Agreement and from the Escrowed Amount, except that Purchaser may instead elect, by notice to Seller, that (a) Seller shall make all or any portion of any indemnification payment required to be made by Seller under Section 10.01(a)(iv) first from the Retained Amount and (b) if any such indemnification payment under Section 10.01(a)(iv) has previously been paid from the Escrowed Amount, Seller shall pay from the Retained Amount to the Escrow Agent (to be used to increase the Escrowed Amount) the amount of such prior indemnification payment. After all of the Escrowed Amount has been released, any indemnification obligations then remaining unsatisfied or thereafter arising shall be directly satisfied by Seller (and Shareholder if applicable under Section 10.01(d)) through the payment to Purchaser of cash in an amount equal to the indemnifiable Loss, as provided in this Article X; provided, however, that in no event shall such sum exceed in the aggregate the Cap, if applicable. Shareholder hereby consents to any distribution of the Escrow Funds (as such term is defined in the Escrow Agreement) made in accordance with, and not in violation of, the Escrow Agreement.
Security for Indemnification. As security for their indemnification ---------------------------- obligations under this Section 5, the Stockholders, effective as of the Closing Date, agree to pledge their ZMAX Stock in favor of ZMAX by executing the stock pledge agreement in substantially the form of the Stock Pledge and Security Agreement attached as Exhibit F to this Agreement (the "Stock Pledge --------- Agreement").
