Insurance

38 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Insurance Policies

   Copies of all insurance policies maintained by the Company relating to the operation of the Business will be made available to Purchaser. All such insurance policies are in full force and effect and all premiums due thereon have been paid and will be paid through the Closing

   RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing · this wording recurs in 4 agreements we hold

2. 02

   Insurance

   of the Disclosure Schedules sets forth a complete list of all insurance policies that insure the Business. The Business is insured in amounts no less than as required by applicable Law and any Contract. All such insurance policies are in full force and effect and all premiums due and payable on such insurance policies have been timely paid. Seller is not in breach or default, and Seller has not taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, of any such insurance policies. No notice of cancellation, termination or non-renewal has been received by Seller with respect to any such insurance policies

   Datavault AI Inc. (DVLT) (CIK 0001682149) · filed 2025-04-18 · read the filing · this wording recurs in 3 agreements we hold

3. 03

   Insurance

   Schedule 4.22 sets forth a list and brief description (including nature of coverage, limits, deductibles, premiums and the loss experience for the most recent five years with respect to each type of coverage) of all policies of insurance maintained, owned or held by Seller or any of its Affiliates on the date hereof with respect to the Purchased Assets or the Business. Seller has complied with each of such insurance policies and has not failed to give any notice or present any claim thereunder in a due and timely manner. Seller has delivered to Buyer correct and complete copies of the most recent inspection reports, if any, received from insurance underwriters as to the condition of the Purchased Assets

   NovaBay Pharmaceuticals, Inc. (NBY) (CIK 0001389545) · filed 2024-10-16 · read the filing · this wording recurs in 3 agreements we hold

4. 04

   Insurance

   (a) The Seller and the Buyer agree that, except as otherwise provided in Section 6.14(b) , the coverage under all insurance policies arranged or maintained by the Seller or any Affiliate of the Seller, including all policies related to the Business, is for the benefit of only the Seller and its Affiliates, and not for the benefit of the Buyer, or the Business, the Purchased Assets, the Transferred Subsidiaries, the assets of the Transferred Subsidiaries or the Assumed Liabilities. The Buyer agrees to arrange for its own insurance policies with respect to the Business, the Purchased Assets, the Transferred Subsidiaries, the assets of the Transferred Subsidiaries and the Assumed Liabilities as of and after the Closing. Without prejudice to any right of indemnification pursuant to this Agreement, other than as set forth in Section 6.14(b) , the Buyer agrees not to seek, through any means, to benefit from any of the Seller’s or the Seller’s Affiliates’ insurance policies that provide or may provide coverage for claims relating in any way to the Business, the Purchased Assets, the Transferred Subsidiaries, the assets of the Transferred Subsidiaries or the Assumed Liabilities. (b) From and after the Closing, with respect the policies listed in Section 6.14 of the Disclosure Schedule (such policies, the “ Available Insurance Policies ”), to the extent a claim or occurrence relating to the Business, the Purchased Assets, the Transferred Subsidiaries, the assets of the Transferred Subsidiaries or the Assumed Labilities arising prior to the Closing is covered by the Available Insurance Policies, and not by the Buyer’s insurance policies, the Buyer may access, submit claims, retain claims made prior to the Closing and seek coverage for such claims under the Available Insurance Policies (the “ Available Claims ”), subject to the terms and conditions of such Available Insurance Policies; provided , however , that the Seller is not representing that the Available Insurance Policies will cover any particular Available Claim. With respect to any Available Claim, Annex A-39 Table of Contents the Seller shall pay over to the Buyer any related proceeds of any insurance recovery for such Available Claim actually received by the Seller and any Affiliates of the Seller following the Closing. If the terms of the Available Insurance Policies do not allow the Buyer to directly acces […]

   ContextLogic Inc. (LOGC) (CIK 0001822250) · filed 2024-03-15 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   Insurance

   Each insurance policy currently held by, or on behalf or for the benefit of, Seller or any Acquired Subsidiary and applicable to the Business or any Acquired Asset or Assumed Liability (collectively, the “ Insurance Policies ”) is set forth on Schedule 3.21 of the Seller Disclosure Schedule and complete copies of the Insurance Policies have been made available to Buyer. All premiums due and payable under such Insurance Policies have been timely paid, and Seller and each of its Subsidiaries is (currently and at any time during the past two years) in compliance in all material respects with the terms of the Insurance Policies. The Insurance Policies are in full force and effect and are sufficient for compliance by Seller and any of its Subsidiaries with all Contracts to which Seller or any Acquired Subsidiary is a party or otherwise subject in respect of, in connection with or otherwise applicable to the Business. Neither Seller nor any of its Subsidiaries has received any notice, whether written or oral, of cancellation, termination, premium increase or revocation and, to Seller’s Knowledge, there are no threatened terminations of, or premium increases with respect to, any of the Insurance Policies. There are no pending or former claims under any Insurance Policy as to which coverage has been denied or disputed by the underwriters of such policy, and no claims have been filed against the Insurance Policies that could materially erode available policy limits. - 46 - 3.22 Affiliate Transactions . Except as set forth on Schedule 3.22 of the Seller Disclosure Schedule, no Insider or, to Seller’s Knowledge, any parent, sibling, child, grandchild, or spouse of any of any Insider, or any other Person in which any such Person has an economic interest, (a) to Seller’s Knowledge, has any direct or indirect ownership in, or any employment or consulting agreement with, any Person that competes or does business with the Business (except with respect to any interest of less than three percent (3%) of the outstanding voting shares of any company whose Equity is publicly traded), (b) is, directly or indirectly, interested in any Contract to which Seller or any Acquired Subsidiary is a party or otherwise subject or bound in respect of, in connection with or otherwise applicable to the Business (except for compensation for services as a director, officer, consultant or employe […]

   SONIM TECHNOLOGIES INC (SONM) (CIK 0001178697) · filed 2025-12-05 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Insurance Coverage

   Schedule 3.10(a) sets forth a list of all insurance policies currently maintained by Computex or otherwise related to the Business or the Purchased Assets (each a “ Policy ” and collectively, the “ Policies ”). All Policies are in full force and effect on the date of this Agreement, all required premiums have been paid with respect to such Policies through the date hereof, and there is no claim by any Seller Party pending under any Policy as to which coverage has been questioned or denied by the issuers or underwriters of such Policies in writing. The Policies are, to the knowledge of the Sellers, sufficient for the ownership and/or conduct of the Business in the Ordinary Course. No Seller Party has received any written notice of cancellation or non-renewal of any of the Policies. There have not been any claims related to the Business, the Purchased Assets or Computex pending under any such Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights

   American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Tail Insurance

   Prior to the Closing, Seller shall obtain and deliver to Purchaser evidence of an insurance tail policy or similar coverage reasonably satisfactory to Purchaser (the “ Tail Policy ”) that (a) covers claims made in respect of product liability or clinical trial liability for activities conducted by Seller prior to Closing and such other coverage for incurred but unreported claims arising on or prior to Closing related to Seller’s conduct of its business relating to the Acquired Assets prior to the Closing as requested by Purchaser, (b) has an extended reporting period from the Closing through the fifth (5 th ) anniversary of the Closing Date and (c) is consistent, both in terms of coverage and limits, with the Insurance Policies

   Ayala Pharmaceuticals, Inc. (ADXS) (CIK 0001100397) · filed 2024-02-20 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Insurance Coverage

   All material insurance policies maintained by HRZN or any of its Consolidated Subsidiaries and that name HRZN or any of its Consolidated Subsidiaries as an insured (each, a “ HRZN Insurance Policy ”), including the fidelity bond required by the Investment Company Act, are in full force and effect and all premiums due and payable with respect to each HRZN Insurance Policy have been paid. Neither HRZN nor any of its Consolidated Subsidiaries has received written notice of cancellation of any HRZN Insurance Policy

   Horizon Technology Finance Corp (HRZN, HTFB, HTFC) (CIK 0001487428) · filed 2025-09-08 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Insurance

   (a) Buyer acknowledges and agrees that all rights to exculpation, indemnification and advancement of expenses for acts or omissions of directors, managers and officers of the Company Entities occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, as provided in the Company Entities’ respective Governing Documents, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect for a period of at least six (6) years after the Closing. (b) Prior to the Closing Date, the Company shall obtain a prepaid extended reporting period or tail policy insuring the current and former officers or directors of the Company under the current program of directors’ and officers’ liability insurance maintained by the Company which shall be effective commencing with the Closing Date and end six (6) years thereafter (the “ D&O Tail Insurance ”); provided that, if the annual premium for the D&O Tail Insurance would exceed three hundred percent (300%) of such current annual rate, the Company shall procure the maximum coverage which shall then be available at an annual premium equal to three hundred percent (300%) of such rate (unless otherwise consent to in writing by Seller and Buyer). Seller and Buyer shall each bear fifty percent (50%) of the cost of such insurance coverage and such costs of Seller, to the extent not paid prior to the Closing Date, shall be included in the determination of the Outstanding Seller Transaction Expenses. Buyer shall not and shall not allow the Company to amend, waive, modify or terminate the D&O Tail Insurance. (c) For a period of six (6) years following Closing, Buyer shall maintain in effect any and all such exculpation, indemnification and advancement of expenses provisions 56 in effect immediately prior to the Closing and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Closing were directors, managers and officers of any of the Company Entities; provided , however , that all rights to exculpation, indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. Buyer agrees that any indemnificatio […]

   Fulgent Genetics, Inc. (FLGT) (CIK 0001674930) · filed 2025-12-22 · read the filing

10. 10

    Insurance Proceeds

    If a claim for indemnification is made by any Indemnitee pursuant to this Article IX in respect of any Losses that are covered by such Indemnitee’s insurance policies (including any tail insurance policy), the amount of Losses shall be reduced by any third party insurance proceeds actually received by the Indemnitee from a third party, net of the cost of recovery (including reasonable attorneys’ fees) and any retroactive premium adjustments or other increased insurance costs resulting therefrom; provided , however , that the Indemnitee shall have sole and absolute discretion to determine whether (a) to submit or pursue a claim for damages with the insurer under the applicable insurance policy and (b) in the case of a denial of coverage or issuance of reservation of rights, whether to challenge such denial or issuance. A- 91 9.9 Exclusive Remedies . After the Closing, the provisions of this Article IX shall constitute the sole and exclusive remedy (other than (a) with respect to Fraud, (b) injunctive relief or specific performance as contemplated by Section 10.8 , (c) with respect to the covenants and agreements that by their respective terms anticipate performance following the Closing Date and (d) as otherwise set forth in this Agreement or any other Transaction Documents) of the Parties against each other with respect to any breach or non-fulfillment of any representation, warranty, agreement, covenant, condition or any other obligation contained in this Agreement or in any certificates or similar documents delivered pursuant to this Agreement. In furtherance of the foregoing, except for claims arising from Fraud, each Party hereby waives, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contributions, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against Seller, Seller Parent or any of their respective Affiliates or Buyer or any of its Affiliates, as the case may be, arising under or based upon any Law. The obligations of the Parties set forth in this Section 9.9 shall be conditioned upon the Closing having occurred. Article X GENERAL PROVISIONS 10.1 Notices . All notices and other communications hereunder shall be in writing and shall be deemed provided to a Party (a) when delivered by hand (with written confirmation o […]

    ENZO BIOCHEM INC (ENZ) (CIK 0000316253) · filed 2023-04-13 · read the filing

11. 11

    Insurance

    Should Buyer elect to acquire insurance for any such Claims, Buyer shall be solely responsible for providing insurance for Claims made with respect to the Purchased Assets and the Assumed Liabilities. 19 6.4 Indemnification Procedures; Indirect Claims . (a) Whenever any Claim shall arise for indemnification hereunder, the applicable Seller Indemnitee or Buyer Indemnitee, as applicable, shall promptly provide written notice of such Claim to the indemnifying Party; provided , however , that a Buyer Indemnitee’s or Seller Indemnitee’s (as applicable) failure to provide or delay in providing such written notice will not relieve the indemnifying Party from liability hereunder with respect to such Claim, except to the extent that the indemnifying Party is prejudiced by such failure or delay. The indemnifying Party shall have thirty days from its receipt of the such aforementioned notice to (i) cure the Losses complained of, (ii) admit its liability for such Losses or (iii) dispute the claim for such Losses. If the indemnifying Party does not notify the Buyer Indemnitee or Seller Indemnitee, as applicable, providing notice within such thirty day period that it has cured the Losses or that it disputes the claim for such Losses, the indemnifying Party shall conclusively be deemed to have denied Losses with respect to such matter. If the indemnifying Party does not admit or otherwise does deny its liabilities against a claim for indemnification within the thirty day period set forth in this Section 6.4(a) then the applicable Buyer Indemnitee or Seller Indemnitee, as applicable, shall diligently and in good faith pursue its rights and remedies under this Agreement with respect to such claim for indemnification. (b) From and after the Closing, Buyer on behalf of itself and its Affiliates, hereby unconditionally waives and releases Sellers and their Affiliates and their respective Representatives (acting in their capacity as such) from any and all Claims, demands, causes of action, obligations, liabilities (whether absolute, accrued, fixed, contingent or otherwise, or whether due or to become due, and whether known or unknown), costs or expenses with respect to the Assumed Liabilities, whenever arising or occurring, and whether under Contract, statute, common law or otherwise. Sellers, on behalf of themselves and their Affiliates, hereby unconditionally waives and releas […]

    RiceBran Technologies (RIBT) (CIK 0001063537) · filed 2024-01-31 · read the filing

12. 12

    Maintenance of Insurance

    (a) Sellers shall continue to carry the Insurance Policies until the earlier of the Closing or the termination of this Agreement in accordance with its terms, and will not allow any material breach, default, or cancellation (other than expiration and replacement of policies in the Ordinary Course) of such Insurance Policies to occur that would materially and adversely impact the coverage of the Purchased Assets, taken as a whole, under such Insurance Policies. (b) After the Closing, the Seller Parties shall reasonably cooperate with and shall provide to Buyer such assistance and information as Buyer may reasonably request to permit Buyer to pursue any outstanding recoveries from insurance coverage that may apply to damages or losses to the Purchased Assets to the extent related to events or circumstances occurring prior to Closing, which cooperation and assistance shall include (i) permitting Buyer to make claims (or making such claims on behalf of Buyer) under any insurance policy providing coverage of the Purchased Assets with respect to events or circumstances (whether known or unknown) relating to the Purchased Assets that occurred or existed prior to Closing and that are covered by any such insurance policy and (ii) permitting Buyer to have the benefit of any open claims notified to and filed with a relevant insurer by or in respect of the Purchased Assets prior to Closing under any such insurance policies of a Seller Party covering the Purchased Assets, in each case, including (A) by using commercially reasonable efforts to make or continue to pursue, or permit Buyer or its Affiliates to make or continue to pursue, any such claims for the benefit of Buyer or its Affiliates and (B) remitting to Buyer (or an Affiliate) promptly on receipt an amount equal to any proceeds received or realized in respect of such claims (net of the costs of collection, applicable deductibles, and premium increases); provided , however , that Buyer shall, and shall direct its Affiliates to, use commercially reasonable efforts to assist and cooperate with the applicable Seller Parties in connection with any such claims or recovery efforts. (c) Notwithstanding any provision of this Section 4.14 to the contrary but without limitation to Sellers’ obligations pursuant to Section 4.17(d) , neither Buyer nor any of its Affiliates will have any rights to or in respect of the Pending […]

    Atlas Corp. (ATCOL, ATCO-PD, ATCO-PH) (CIK 0001794846) · filed 2025-03-14 · read the filing