Common use of Insurance and Liability Clause in Contracts

Insurance and Liability. Each of the parties agrees to maintain commercial general liability insurance and other insurance coverage as reflected in Exhibit A of this Agreement with insurance companies licensed to do business in each State through which the Railcars shall pass. Customer acknowledges and understands that the limits and any other requirements in Exhibit A are subject to change by Operator at any time and Operator will provide timely notice of any changes to Customer and third parties. Neither party shall be responsible to the other for any loss covered by the aforesaid insurance. Customer shall be responsible for obtaining additional insured certificates from its customer’s and hauler’s insurance carriers naming Operator as an additional insured. Customer acknowledges that all insurance requirements of the Operator must be complied with at all times. Each party agrees to indemnify and hold the other party, (including its agents and employees) harmless from and against all claims, fines, penalties, losses, costs, attorneys lees, judgments, and damages for personal injuries and property damage, including claims for strict liability, which occur or arise from the negligence or willful act or omission of such party, their agents, employees, representatives or contractors (each a “Loss” and collectively, the “Losses”). Neither party shall be liable to the other party for indirect, incidental, consequential, exemplary, punitive, special or speculative damages for any failure to perform or for the manner of performance, including without limitation lost profits or savings, even if the other party has been advised of the possible existence of such losses. In the event Customer and Operator, or their respective employees, agents, representatives or contractors, are concurrently or jointly liable for Losses indemnifiable under this Agreement, the indemnification provided by each party to the other under this Agreement shall be proportionate to the percentage of the Loss attributable to that party’s (or its employee’s, agent’s, representative’s or contractor’s) negligence. For the avoidance of doubt, Operator agrees to maintain insurance covering Customer’s property, while in Operator’s physical custody and control, against physical loss or damage. Notwithstanding the foregoing, in no instance shall Operator maintain insurance or be responsible for loss or damage occasioned by Customer’s delivery of any Off Spec Product, as more specifically set forth in Section 6(c) of this Agreement.

Insurance and Liability. Each of the parties agrees to maintain commercial general liability insurance and other insurance coverage as reflected described in Exhibit A of this Agreement with insurance companies licensed to do business in each State through which where the Railcars shall passTerminals are located. Customer acknowledges and understands that the limits and any other requirements described in Exhibit A are subject to change by Operator at any time and Operator will provide timely notice of any changes to Customer and third parties. Neither party shall be responsible to the other for any loss covered by the aforesaid insurance. Customer shall be responsible for obtaining additional insured certificates from its customer’s and hauler’s insurance carriers naming Operator as an additional insured. Customer acknowledges that all insurance requirements of the Operator must be complied with at all times. Each party agrees to indemnify and hold the other party, (including its agents and employees) harmless from and against all claims, fines, penalties, losses, costs, attorneys lees, judgments, and damages for personal injuries and property damage, including claims for strict liability, which occur or arise from the negligence or willful act or omission of such party, their agents, employees, representatives or contractors (each a “Loss” and collectively, the “Losses”). Neither party shall be liable to the other party for indirect, incidental, consequential, exemplary, punitive, special or speculative damages for any failure to perform or for the manner of performance, including without limitation lost profits or savings, even if the other party has been advised of the possible existence of such losses. In the event Customer and Operator, or their respective employees, agents, representatives or contractors, are concurrently or jointly liable for Losses indemnifiable under this Agreement, the indemnification provided by each party to the other under this Agreement shall be proportionate to the percentage of the Loss attributable to that party’s (or its employee’s, agent’s, representative’s or contractor’s) negligence. For the avoidance of doubt, Operator agrees to maintain insurance covering Customer’s property, while in Operator’s physical custody and control, against physical loss or damage. Notwithstanding the foregoing, in no instance shall Operator maintain insurance or be responsible for loss Loss or damage occasioned by Customer’s delivery of any Off Spec contaminated Product, as more specifically set forth in Section 6(c8(c) of this Agreement.

Insurance and Liability. Each LIABILITY Neither Party excludes or limits its liability for: death or personal injury caused by its negligence, or that of its employees, agents or Sub-Contractors; or fraud or fraudulent misrepresentation by it or its employees. Subject to Clauses 29.1 above, Clause 1.1 and Clause 29.4 below, each Party's total aggregate liability in any circumstances, including where a party is obliged to indemnify the other, in connection with this Framework Agreement in each twelve (12) Month period during the Term (whether in contract, tort (including negligence), breach of statutory duty or howsoever arising) shall be limited to a sum equivalent to one hundred and twenty five percent (125%) of the parties agrees to maintain commercial general liability insurance Management Charge paid and other insurance coverage as reflected payable in Exhibit A the Year of this Framework Agreement with insurance companies licensed to do business in each State through during which the Railcars shall pass. Customer acknowledges and understands that the limits and any other requirements in Exhibit A are subject to change by Operator at any time and Operator will provide timely notice of any changes to Customer and third parties. Neither party shall be responsible to the other for any loss covered by the aforesaid insurance. Customer shall be responsible for obtaining additional insured certificates from its customer’s and hauler’s insurance carriers naming Operator as an additional insured. Customer acknowledges that all insurance requirements of the Operator must be complied with at all times. Each party agrees to indemnify and hold the other party, (including its agents and employees) harmless from and against all claims, fines, penalties, losses, costs, attorneys lees, judgments, and damages for personal injuries and property damage, including claims for strict liability, which occur or arise from the negligence or willful act or omission of such party, their agents, employees, representatives or contractors (each a “Loss” and collectively, the “Losses”). Neither party shall be liable to the other party for indirect, incidental, consequential, exemplary, punitive, special or speculative damages for any failure to perform or for the manner of performance, including without limitation lost profits or savings, even if the other party has been advised of the possible existence of such losses. In the event Customer and Operator, or their respective employees, agents, representatives or contractors, are concurrently or jointly liable for Losses indemnifiable under this Agreement, the indemnification provided by each party to the other under this Agreement shall be proportionate to the percentage of the Loss attributable to that party’s (or its employee’s, agent’s, representative’s or contractor’s) negligencedefault occurred. For the avoidance of doubt, Operator the Supplier acknowledges and agrees that this Clause 29 (Liability) shall not in any way affect either Party's liability under any Call-Off Contract and that each Party's liability in relation to maintain insurance covering Customera Call-Off Contract shall be as set out in the Call-Off Contract. Subject to Clauses 29.1 and the limit stated in Clause 29.2 above, the Supplier shall indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities whatsoever arising out of, in respect of or in connection with the supply, or the late or purported supply, of the Services or the performance or non-performance by the Supplier of its obligations under this Framework Agreement and Authority’s propertyfinancial loss arising from any advice given or omitted to be given by the Supplier, while or any other loss which is caused directly or indirectly by any act or omission of the Supplier. Subject to Clauses 29.1 and 29.5 below, in Operator’s physical custody and controlno event shall either Party be liable to the other for any: loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirect, against physical special or consequential loss or damage. Notwithstanding Subject to Clause 29.2 above, the foregoingSupplier shall be liable for the following types of loss, damage, cost or expense which shall be regarded as direct and shall (without in no instance shall Operator maintain insurance any way, limiting other categories of loss, damage, cost or expense which may be responsible for loss recoverable by the Authority) be recoverable by the Authority: the additional operational and/or administrative costs and expenses arising from any Material Default; the cost of procuring, implementing and operating any alternative or damage occasioned replacement services to the Services; and any regulatory losses, fines, expenses or other losses arising from a breach by Customer’s delivery the Supplier of any Off Spec Product, as more specifically set forth in Section 6(c) of this AgreementLaws.

Insurance and Liability. Each The Participant must on and from the Commencement Date effect and maintain appropriate insurance coverage for operational and business risks related to the activities and requirements contemplated by this Agreement. the City does not guarantee the Program will be uninterrupted, error free or fit for the purposes of the parties agrees Participant and accepts no liability for any loss, cost, damage or expense to maintain commercial general liability insurance and the Participant or any third party arising from or as a result of: the Participant’s participation in the Program; any materials or information provided or created by the Participant that may be incorrect, incomplete, misleading or infringe any Intellectual Property or other insurance coverage as reflected in Exhibit A rights of any third party; the Participant using or providing to any third party any materials, information or advice provided by the City or on behalf of the City during the course of the Program; or the Participant’s failure to comply with any terms of this Agreement with insurance companies licensed to do business in each State through which the Railcars shall pass. Customer acknowledges and understands that the limits and or any other requirements in Exhibit A are subject to change by Operator at any time and Operator will provide timely notice of any changes to Customer and third parties. Neither party shall be responsible to the other for any loss covered by the aforesaid insurance. Customer shall be responsible for obtaining additional insured certificates from its customer’s and hauler’s insurance carriers naming Operator as an additional insured. Customer acknowledges that all insurance requirements of the Operator must Program. the City will not be complied with at liable to the Participant or any third party for any special, indirect or consequential damages, loss of anticipated profits, loss of data or loss of revenue, arising from or in relation to this Agreement. The Participant releases and indemnifies the City and its employees, officers, agents and subcontractors against all times. Each party agrees to indemnify losses, damages, costs and hold the other party, expenses (including legal costs) that the City may incur as a result of any claim, demand, action or proceeding by any third party arising as a result of: a negligent act of omission of the Participant or its employees, officers, agents and employees) harmless from subcontractors; the Participant’s use or provision to any third party of or any information, materials or advice provided by or on behalf of the City during the Program; and against all claimsthe City’s use of the Participant’s Background Intellectual Property or New Intellectual Property in accordance with the terms of this Agreement, finesprovided that this indemnity and release will be reduced to the extent the relevant loss, penalties, losses, costs, attorneys lees, judgments, and damages for personal injuries and property damage, including claims for strict liability, which occur cost or arise from the negligence or willful expense is directly attributable to a negligent act or omission of such party, their agents, the City or its employees, representatives or contractors (each a “Loss” officers, agents and collectively, subcontractors. The Participant may cancel their participation in the “Losses”). Neither party shall be liable Program by providing not less than 30 days’ written notice to the other party for indirectCity. the City may in its absolute discretion cancel, incidentalvary or reschedule the Program or terminate this Agreement: prior to commencement, consequential, exemplary, punitive, special or speculative damages for any failure to perform or for if insufficient participants have been received by the manner of performance, including without limitation lost profits or savings, even City; if the other party has been advised of Participant is or is resolved to be wound up, ceases or is unable to pay any debt, or a receiver, receiver and manager, administrator, liquidator or similar is appointed to the possible existence of such losses. In Participant or any assets; at any time in the event Customer and Operatoran issue of health, safety or security occurs, or their respective employees, agents, representatives due to any other events outside the City’s control (in its sole discretion); or contractors, are concurrently at any time if the Participant or jointly liable for Losses indemnifiable under this Agreement, any Team Member fails to comply with the indemnification provided by each party to the other under this Agreement shall be proportionate to the percentage of the Loss attributable to that party’s (or its employee’s, agent’s, representative’s or contractor’s) negligence. For the avoidance of doubt, Operator agrees to maintain insurance covering Customer’s property, while in Operator’s physical custody and control, against physical loss or damage. Notwithstanding the foregoing, in no instance shall Operator maintain insurance or be responsible for loss or damage occasioned by Customer’s delivery of any Off Spec Product, as more specifically set forth in Section 6(c) terms of this Agreement. the City may cancel, vary or reschedule the Program or terminate this Agreement (in whole or in part) at any time by providing 7 days’ written notice to the Participant.

Insurance and Liability. Each 27.1 Fulfilling the insurance requirements specified hereunder at the Renter's request does not exempt the Tenant and anyone on its behalf from any responsibility and/or liability for damages incurred by the Renter and/or claims to be submitted against it by a third party due to the Tenant's deeds and/or failures and/or due to non-fulfillment of any of its undertakings towards the Renter pursuant to this agreement and/or any law. 27.2 The Tenant shall attend to a comprehensive insurance cover for all its activities on the Roof, whether in installment or in use. The Tenant also undertakes to indemnify the Renter or other tenants due to any damage to be caused to their equipment on the Roof as a result of the parties agrees Tenant's activities. 27.3 It is hereby agreed and stated that the requirements specified in the Insurance Appendix attached as Appendix E to maintain commercial general this agreement are minimal only, and that the Tenant may, but is not obligated to, take other insurances to cover its liability and property and due to its liability pursuant to this agreement and any law. The Renter has and shall not have any liability due to the nature and/or scope of the insurances required by the Tenant as specified hereunder, including due to the insurance confirmation appendix which the Tenant's insured are required to sign, and the Tenant shall have no claim in connection with the nature and scope of such insurances, whether or not they were inspected by the Renter and/or approved thereby as being satisfactory. 27.4 The Tenant undertakes to indemnify the Renter for any damage and/or expense incurred thereby or which it is required to bear according to a peremptory rule resulting from any third party claim, including the Tenant's workers and/or employees and/or invitees and/or clients and/or visitors, as a result of damage caused under the liability of the Tenant and/or its workers and/or anyone on its behalf, subject to providing to the Tenant a written notice, at a reasonable time, as to receiving such demand and/or to the filing of such claim and providing the Tenant the right to defend against such demand and/or claim. 27.5 The Renter undertakes to indemnify the Tenant for any damage and/or expense incurred thereby or which the Tenant is required to bear according to a peremptory rule resulting from any third party claim, including the Renter's workers and/or employees and/or anyone on its behalf, as a result of damage caused under the liability of the Renter and/or its workers and/or anyone on its behalf (and without derogating from the generality of the aforesaid, any claim on the part of the Moshav against the Tenant which derives from the Renter's rights in the Leasehold), subject to providing to the Renter a written notice, at a reasonable time, as to receiving such demand and/or to the filing of such claim and providing the Renter the right to defend against such demand and/or claim. 27.6 The Tenant undertakes to insure its liability towards any third party, including its workers and/or employees and/or invitees and/or clients and/or visitors and/or neighboring tenants as well as its property and content of the Leasehold of any kind, which is under its ownership and/or liability, against the risks specified in the attached insurance confirmation appendix. The third party liability policy shall be expanded to indemnify the Renter due to its liability to the Tenant's deeds and/or failures. In addition, the Tenant undertakes that a confirmation shall be given by the insurance company according to which it shall not cancel or narrow the policy prior to informing the Renter, by a registered letter, of its intention to do so, everything pursuant to the provisions of the Insurance Contract Law, 5741-1981. 27.7 Prior to the start of using the Leasehold, the Tenant must provide the Renter the insurance confirmation (hereinafter: "the Insurance Confirmation") which is attached as Appendix E to this agreement and which confirms the value of insurances. Provision of the Insurance Confirmation shall be deemed to have been completed only after receipt of the Renter's written approval that the Insurance Confirmation was received at its satisfaction. 27.8 In addition, the Insurance Confirmation shall also include a confirmation from the insurance company according to which it explicitly waives, in writing, any right to subrogation or to filing a claim it may have against the Renter, in connection with the insurance provided thereby pursuant to Sections 1 and 4 to the Insurance Confirmation. 27.9 The Tenant undertakes to notify the Renter of any damage or claim incurred thereby and/or filed against it and/or incurred by any third party, and to allow the Renter to examine, at a reasonable time, its liability or rights in each such case. 27.10 In case a confirmation as stated in sub-section 27.7 was not submitted to the Renter, the Renter may – but is not obligated to – take insurances as specified hereunder in the Insurance Confirmation, instead of the Tenant, and charge it with all its expenses for such insurances, including for management and consultation, and together with overhead expenses at a rate of 20%, and deduct these expenses from the Rent paid thereto by the Tenant, and this part of the expenses shall be deemed unpaid rent, and it shall be subject to all the relevant provisions in this agreement. 27.11 The Tenant undertakes to update the property insurance amounts from time to time such that they shall always reflect the full value of the joint property. 27.12 The Renter hereby undertakes to take and keep, throughout the entire Term of Rent, structure insurance, including the Leasehold and including loss of rent, and third party liability insurance, in "Bit" format, and the Renter undertakes to take employers' liability insurance and other if it has any workers in the Building in the future. It is agreed that the third party liability policy shall be expanded to indemnify the Tenant due to its liability to any of the Renter's deed and/or failure. In addition, to the extent that there shall be employers' liability insurance coverage in the future, this policy shall be expanded to indemnify the Tenant should it be considered as reflected an employer of any of the Renter's employees, if any. The insurances stated in Exhibit A this Section shall include a subrogation waiver clause towards the Tenant. At the Tenant's written request, the Renter shall provide insurance confirmation in respect of these insurances when it is signed by the insurer. 27.13 It is hereby clarified for the removal of any doubt that should there be any discrepancy between the provisions of this Agreement with insurance companies licensed to do business in each State through which agreement and the Railcars shall pass. Customer acknowledges and understands that the limits and any other requirements in Exhibit A are subject to change by Operator at any time and Operator will provide timely notice of any changes to Customer and third parties. Neither party shall be responsible to the other for any loss covered by the aforesaid insurance. Customer shall be responsible for obtaining additional insured certificates from its customer’s and hauler’s insurance carriers naming Operator as an additional insured. Customer acknowledges that all insurance requirements provisions of the Operator must be complied with at all times. Each party agrees to indemnify and hold the other party, (including its agents and employees) harmless from and against all claims, fines, penalties, losses, costs, attorneys lees, judgments, and damages for personal injuries and property damage, including claims for strict liability, which occur or arise from the negligence or willful act or omission of such party, their agents, employees, representatives or contractors (each a “Loss” and collectivelyInsurance Confirmation, the “Losses”). Neither party shall be liable to the other party for indirect, incidental, consequential, exemplary, punitive, special or speculative damages for any failure to perform or for the manner of performance, including without limitation lost profits or savings, even if the other party has been advised provisions of the possible existence of such losses. In the event Customer and Operator, or their respective employees, agents, representatives or contractors, are concurrently or jointly liable for Losses indemnifiable under this Agreement, the indemnification provided by each party to the other under this Agreement Insurance Confirmation shall be proportionate to the percentage of the Loss attributable to that party’s (or its employee’s, agent’s, representative’s or contractor’s) negligence. For the avoidance of doubt, Operator agrees to maintain insurance covering Customer’s property, while in Operator’s physical custody and control, against physical loss or damage. Notwithstanding the foregoing, in no instance shall Operator maintain insurance or be responsible for loss or damage occasioned by Customer’s delivery of any Off Spec Product, as more specifically set forth in Section 6(c) of this Agreementgovern.

Insurance and Liability. 8.1 Each of the parties agrees Beneficiaries will have in place and will maintain in force valid, adequate and appropriate insurance in respect of all its property assets and undertakings against all such insurable risks (including professional negligence, public and employers’ liability cover) in such amounts as may be reasonably required, from time to maintain commercial general liability insurance time. 8.2 The Beneficiaries will jointly share the costs and other insurance coverage as reflected expenses of any liabilities and any and all claims, actions, proceedings, demands, liabilities, arising or accruing in Exhibit A respect of or in connection with the Lead Beneficiary’s obligations under this Agreement with insurance companies licensed to do business in each State through which the Railcars shall pass. Customer acknowledges and understands that the limits and any other requirements in Exhibit A are subject to change by Operator at any time and Operator will provide timely notice save where those liabilities arise directly or indirectly as a result of any changes to Customer act or omission of the Lead Beneficiary . Where any such costs and third parties. Neither party shall be responsible to the other for any loss covered by the aforesaid insurance. Customer expenses arise as a result of an act or omission of one or more identified Beneficiaries only, those Beneficiaries alone shall be responsible for obtaining additional insured certificates such costs and expenses. 8.3 The Beneficiaries will indemnify the other Beneficiaries from and against any liabilities and any and all claims, actions, proceedings, demands, liabilities, costs and expenses arising or accruing as a result of a Beneficiaries act or omission pursuant to Clause 8.2. 8.4 The Beneficiaries shall at all times take all reasonable steps to minimise and mitigate any loss or damage for which Beneficiaries are entitled to bring a claim pursuant to this Agreement. 8.5 Notwithstanding any other provision of this Agreement Beneficiaries cannot limit or exclude its customer’s liability for: (a) fraud or fraudulent misrepresentation; (b) loss of or damage to property; or (c) death or personal injury caused by their negligence. 8.6 The Beneficiaries shall produce to the Lead Beneficiary such evidence as the Lead Beneficiary may require that the insurance referred to in Clause 8.1 has been taken out, provides adequate and hauler’s insurance carriers naming Operator as an additional insured. Customer acknowledges that all insurance requirements of the Operator must be complied with appropriate cover, and is in force at all times. Each party agrees to indemnify and hold the other party, (including its agents and employees) harmless from and against all claims, fines, penalties, losses, costs, attorneys lees, judgments, and damages for personal injuries and property damage, including claims for strict liability, which occur or arise from the negligence or willful act or omission of such party, their agents, employees, representatives or contractors (each a “Loss” and collectively, the “Losses”). Neither party shall be liable to the other party for indirect, incidental, consequential, exemplary, punitive, special or speculative damages for any failure to perform or for the manner of performance, including without limitation lost profits or savings, even if the other party has been advised of the possible existence of such losses. In the event Customer and Operator, or their respective employees, agents, representatives or contractors, are concurrently or jointly liable for Losses indemnifiable under this Agreement, the indemnification provided by each party to the other under this Agreement shall be proportionate to the percentage of the Loss attributable to that party’s (or its employee’s, agent’s, representative’s or contractor’s) negligence. For the avoidance of doubt, Operator agrees to maintain insurance covering Customer’s property, while in Operator’s physical custody and control, against physical loss or damage. Notwithstanding the foregoing, in no instance shall Operator maintain insurance or be responsible for loss or damage occasioned by Customer’s delivery of any Off Spec Product, as more specifically set forth in Section 6(c) of this Agreement.

Insurance and Liability. Each Lessee shall procure and maintain in force throughout the term of this Lease, with a responsible insurance company or company reasonable acceptable to Lessor, insurance policies insuring the Facility and its contents for fire and extended damage coverage. Coverage and amounts thereof shall be 100% of replacement value and shall be updated annually as to that replacement value. In addition, Lessee shall maintain proper business interruption insurance for at least three hundred sixty-five (365) days loss of income. Lessee acknowledges this responsibility to pay rent during the period of any rebuilding carried out under the terms of Section 9 (a) hereof. In addition thereto, Lessee agrees to maintain, at Lessee's expense, liability insurance coverage in an amount of not less than $5,000,000.00/$10,000.000.00. Said policy shall be procured by Lessee, at its own expense, and all policies shall name Lessor and Lessee as insured and shall provide that the policies may not be canceled or altered without at least thirty (30) days written notice to Lessor. Lessee shall provide Lessor with such evidence of the parties agrees insurance company as Lessor may require. The mortgagee of Lessor shall also be named as an insured party and the policy shall further provide that it may not be canceled or altered without at least thirty (30) days advance written notice to maintain commercial general liability Lessor's mortgagee. Lessee may provide the insurance and other required thereunder through the blanket coverage insurance coverage as reflected in Exhibit A policies which it may from time to time maintain. Neither Lessor nor Lessee shall be liable (by way of this Agreement with insurance companies licensed subrogation or otherwise) to do business in each State through which the Railcars shall pass. Customer acknowledges and understands that the limits and any other requirements in Exhibit A are subject to change by Operator at party (or any time and Operator will provide timely notice of any changes to Customer and third parties. Neither party shall be responsible to the other insurance company insuring another party) for any loss or damage to any property covered by insurance, even though such loss or damage might have been caused by the aforesaid insurancenegligence of Lessor or Lessee, or their respective agents, servants, employees, clients, invitees, patrons, or guests. Customer This provision shall be responsible for obtaining additional insured certificates from its customer’s and hauler’s in effect only so long as the applicable insurance carriers naming Operator as an additional insured. Customer acknowledges policies provide that all insurance requirements this waiver shall not affect the right of the Operator must be complied with at all timesinsured to recover under such policies, and each party shall use its best efforts (including payment of additional premiums by Lessee, if necessary) to have its insurance policies contain the standard waiver of subrogation clause. Each party agrees In the event Lessor's or Lessee's insurance carrier declines to indemnify and hold accept a standard waiver of subrogation clause, Lessor or Lessee, as the case may be, shall promptly notify the other party, (including its agents and employees) harmless from and against all claims, fines, penalties, losses, costs, attorneys lees, judgments, and damages for personal injuries and property damage, including claims for strict liability, in which occur or arise from the negligence or willful act or omission of such party, their agents, employees, representatives or contractors (each a “Loss” and collectively, the “Losses”). Neither party shall be liable to event the other party for indirect, incidental, consequential, exemplary, punitive, special or speculative damages for any failure shall not be required to perform or for the manner have its insurance policy contain such waiver of performance, including without limitation lost profits or savings, even if the other party has been advised of the possible existence of such losses. In the event Customer and Operator, or their respective employees, agents, representatives or contractors, are concurrently or jointly liable for Losses indemnifiable under this Agreement, the indemnification provided by each party to the other under this Agreement shall be proportionate to the percentage of the Loss attributable to that party’s (or its employee’s, agent’s, representative’s or contractor’s) negligence. For the avoidance of doubt, Operator agrees to maintain insurance covering Customer’s property, while in Operator’s physical custody and control, against physical loss or damage. Notwithstanding the foregoing, in no instance shall Operator maintain insurance or be responsible for loss or damage occasioned by Customer’s delivery of any Off Spec Product, as more specifically set forth in Section 6(c) of this Agreementsubrogation clause.

Insurance and Liability. Each of the parties agrees to maintain commercial general liability insurance and other insurance coverage as reflected in Exhibit A of this Agreement with insurance companies licensed to do business in each State through which the Railcars shall pass. Customer acknowledges and understands that the limits and any other requirements in Exhibit A are subject to change by Operator at any time and Operator will provide timely notice of any changes to Customer and third parties. Neither party shall be responsible to the other for any loss covered by the aforesaid insurance. Customer 11.1 The Consultant shall be responsible for obtaining additional insured certificates from its customer’s and hauler’s insurance carriers naming Operator as an additional insured. Customer acknowledges ensuring that it has sufficient Insurance Policies in respect of all insurance requirements work provided by the Consultant during the Engagement on Glow Virtual Assistants’ behalf during the term of the Operator must be complied Engagement. The Consultant shall provide copies of such Insurance Policies to Glow Virtual Assistants upon Glow Virtual Assistants’ request. 11.2 The Consultant shall comply with all terms and conditions of the Insurance Policies at all times. Each party times and not do anything to invalidate their terms. 11.3 The Consultant agrees to indemnify Glow Virtual Assistants and hold keep it indemnified at all times against all costs, claims, damages or expenses incurred by Glow Virtual Assistants, or for which Glow Virtual Assistants may become liable as a result of any insurance excess payments, or insurance premium increases, which are directly or indirectly related to any claim arising from the Services supplied by the Consultant under the terms of this Agreement. Glow Virtual Assistants may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Consultant. 11.4 Nothing in this Agreement limits or excludes the liability of either party for death or personal injury resulting from negligence or for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party. 11.5 Subject to clause 11.3 and excluding any provisions in this Agreement where an indemnity is provided by either party: (a) neither party will be liable for loss of profits, (including its agents and employees) harmless from and against all claimsloss of business, finesdepletion of goodwill and/or similar losses, penaltiesloss of anticipated savings, lossesloss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, attorneys leesdamages, judgments, and damages for personal injuries and property damage, including claims for strict liability, which occur charges or arise from the negligence or willful act or omission of such expenses; and (b) each party, their agents, employees, representatives or contractors (each a “Loss” and collectively, the “Losses”). Neither party shall be liable ’s total liability to the other party for indirectin contract, incidentaltort (including negligence or breach of statutory duty), consequentialmisrepresentation, exemplary, punitive, special restitution or speculative damages for any failure otherwise arising under or in connection with this Agreement will be limited to perform or for an amount equal to the manner amount of performance, including without limitation lost profits or savings, even if fees paid by Glow Virtual Assistants to the other party has been advised of Consultant during the possible existence of such losses. In six months prior to the event Customer and Operator, or their respective employees, agents, representatives or contractors, are concurrently or jointly liable giving rise to such claim for Losses indemnifiable under this Agreement, the indemnification provided by each party to the other under this Agreement shall be proportionate to the percentage of the Loss attributable to that party’s (or its employee’s, agent’s, representative’s or contractor’s) negligence. For the avoidance of doubt, Operator agrees to maintain insurance covering Customer’s property, while in Operator’s physical custody and control, against physical loss or damage. Notwithstanding the foregoing, in no instance shall Operator maintain insurance or be responsible for loss or damage occasioned by Customer’s delivery of any Off Spec Product, as more specifically set forth in Section 6(c) of this Agreementdamages.