Common use of Liability Indemnification and Insurance Clause in Contracts

Liability Indemnification and Insurance. (a) Unless caused by Landlord's gross negligence or willful misconduct, Tenant covenants and agrees that Landlord shall not be liable to Tenant for any injury to or death of any person or persons or for any loss or damage to any property of Tenant, or any person claiming through Tenant, arising out of any accident or occurrence in the Building, including, without limiting the generality of the foregoing, (i) loss or damage occasioned by theft, or (ii) injury, death, loss or damage (A) caused by the Premises or other portions of the Building being out of repair, or (B) caused by any defect in or failure of equipment, pipes, or wiring or (C) caused by broken glass, or (D) caused by backing up of drains, or (E) caused by gas, water, steam, electricity, or oil leaking, escaping or flowing into the Premises or (F) caused by fire, smoke, earthquakes or sonic booms, or (G) caused by the acts or omissions of other tenants located in the Building. (b) Tenant does hereby agree to indemnify and save Landlord harmless from and against any and all liability for any injury to or death of any person or persons or loss or damage to property in any way arising out of or connected with the condition, use, or occupancy of the Premises, or in any way arising out of the activities of Tenant, its agents and employees in the Building and from all costs, expenses and liabilities, including but not, limited to reasonable attorney's fees, incurred by Landlord in connection therewith excepting, however, liability caused by Landlord's gross negligence or willful misconduct. (c) Tenant, at Tenant's expense, shall procure and maintain during the life of this Lease, liability insurance with limits of not less than $1,000,000 per person and $3,000,000 per accident for personal injury including death, and $1,000,000 property damage. The policy or policies Exhibit 6(a)(ii) - Pg. 4 shall be issued by a company or companies licensed to do business in Tennessee, shall be in form acceptable to Landlord, shall name Landlord as an additional insured and shall contain a provision that the coverage may not be canceled without first giving Landlord not less than fifteen (15) days prior written notice. Duplicate policies or certificates of all such insurance shall be delivered to Landlord not less than five (5) days prior to the effective date of each. Landlord, likewise, at Landlord's expense shall procure and maintain during the term of this Lease public liability insurance with limits not less than $1,000,000 per person and $3,000,000 per accident for personal injury including death and $1,000,000 property damage. (d) Landlord shall insure the Building against damage by fire and other perils insurable at normal rates, in any amount Landlord, in its sole discretion, shall deem adequate, but which will provide Landlord with coverage for the full replacement cost of Tenant's improvements, and Landlord shall maintain such insurance throughout the Lease Term. Tenant shall insure all of its property in the Premises against damage by fire, including extended coverage, in such amount as shall be determined by Landlord in consultation with Tenant, and Tenant shall maintain such insurance throughout the Lease Term.

Liability Indemnification and Insurance. (a) Unless caused by Landlord's gross negligence or willful misconduct, Tenant covenants and agrees that Landlord shall not be liable to Tenant for any injury to or death of any person or persons or for any loss or damage to any property of Tenant, or any person claiming through Tenant, arising out of any accident or occurrence in the Building, including, without limiting the generality of the foregoing, (i) loss or damage occasioned by theft, or (ii) injury, death, loss or damage (A) caused by the Premises or other portions of the Building being out of repair, or (B) caused by any defect in or failure of equipment, pipes, or wiring or (C) caused by broken glass, or (D) caused by backing up of drains, or (E) caused by gas, water, steam, electricity, or oil leaking, escaping or flowing into the Premises or (F) caused by fire, smoke, earthquakes or sonic booms, or (G) caused by the acts or omissions of other tenants located in the Building. (b) To the extent permitted by the Tennessee Governmental Tort Liability Act (“TGTLA”), T.C.A. § 00-00-000, et seq., Tenant does hereby agree to indemnify and save Landlord harmless from and against any and all liability for any injury to or death of any person or persons or loss or damage to property in any way arising out of or connected with the condition, use, or occupancy of the Premises, or in any way arising out of the activities of Tenant, its agents and employees in the Building and from all costs, expenses and liabilities, including but not, not limited to reasonable attorney's fees, incurred by Landlord in connection therewith excepting, however, liability caused by Landlord's gross negligence or willful misconduct. (c) TenantThe parties acknowledge that Lessee is self insured in accordance with the TGTLA, at Tenant's expense, shall procure and maintain during which establishes the life of this Lease, liability insurance with limits of not less than $1,000,000 per person liability for governmental entities in the State of Tennessee and $3,000,000 per accident for personal injury including deathwill, and $1,000,000 property damage. The policy or policies Exhibit 6(a)(ii) - Pg. 4 shall be issued by a company or companies licensed to do business in Tennesseetherefore, shall be in form acceptable to Landlord, shall name Landlord as an additional insured and shall contain a provision that the coverage may not be canceled without first giving Landlord not less than fifteen (15) days prior written noticerequired to maintain general liability insurance. Duplicate policies or certificates A copy of all such insurance shall be delivered to Landlord not less than five (5) days prior to the effective date Lessee’s Certificate of each. Landlord, likewise, at Landlord's expense shall procure and maintain during the term of this Lease public liability insurance with limits not less than $1,000,000 per person and $3,000,000 per accident for personal injury including death and $1,000,000 property damage.Self Insurance is attached hereto as Exhibit “B.” (d) Landlord shall insure the Building against damage by fire and other perils insurable at normal rates, in any amount Landlord, in its sole discretion, shall deem adequate, but which will provide Landlord with coverage for the full replacement cost of Tenant's improvements, and Landlord shall maintain such insurance throughout the Lease Term. Tenant shall insure all of its property in the Premises against damage by fire, including extended coverage, in such amount as shall be determined by Landlord in consultation with Tenant, and Tenant shall maintain such insurance throughout the Lease Term.

Liability Indemnification and Insurance. 14.1. The Supplier shall be legally liable for, and shall fully indemnify and hold harmless the IAA and/or any of its officers, directors and employees against any liability, loss, damage, expense or proceeding whatsoever in connection with this Contract, including, without limitation, in respect of (ai) Unless caused by Landlord's gross negligence or willful misconduct, Tenant covenants and agrees that Landlord shall not be liable to Tenant for any personal injury to or the death of any person or persons or for person; (ii) any loss or damage to property or otherwise; (iii) any property infringement of Tenantany third party IP by Supplier (iv) any breach of an undertaking, warranty or representation by the Supplier hereunder, unless such damage has been caused as a result of negligent act or omission by the IAA. 14.2. The Supplier shall bear any payment and/or compensation and/or expense of whatsoever type imposed and/or enforced in respect or as a result of any of the events detailed above. 14.3. The Supplier shall indemnify IAA for any damage and/or loss occasioned to it as provided above, as a result of any claim in respect of an act or omission as aforesaid, and in the event that IAA is obliged to pay compensation or any person claiming through Tenantother payment in connection with such a claim, arising out of any accident the Supplier undertakes to pay such sum to the IAA itself, upon its first demand, in addition to the maximum interest prevailing at such time at Bank Leumi Le-Israel Ltd, including all the expenses incurred by IAA in connection with such civil or occurrence in the Buildingcriminal claim, including, without limiting the generality and because of the foregoing, (i) loss or damage occasioned by theft, or (ii) injury, death, loss or damage (A) caused by need to defend itself against the Premises or other portions of the Building being out of repair, or (B) caused by any defect in or failure of equipment, pipes, or wiring or (C) caused by broken glass, or (D) caused by backing up of drains, or (E) caused by gas, water, steam, electricity, or oil leaking, escaping or flowing into the Premises or (F) caused by fire, smoke, earthquakes or sonic booms, or (G) caused by the acts or omissions of other tenants located in the Buildingclaim. (b) Tenant does hereby agree to indemnify and save Landlord harmless from and against any and all liability for any injury to or death of any person or persons or loss or damage to property in any way arising out of or connected with 14.4. Neither the condition, use, or occupancy of the Premises, or in any way arising out of the activities of Tenant, IAA nor anyone on its agents and employees in the Building and from all costs, expenses and liabilities, including but not, limited to reasonable attorney's fees, incurred by Landlord in connection therewith excepting, however, liability caused by Landlord's gross negligence or willful misconduct. (c) Tenant, at Tenant's expense, shall procure and maintain during the life of this Lease, liability insurance with limits of not less than $1,000,000 per person and $3,000,000 per accident for personal injury including death, and $1,000,000 property damage. The policy or policies Exhibit 6(a)(ii) - Pg. 4 shall be issued by a company or companies licensed to do business in Tennesseebehalf, shall be in form acceptable liable for any loss or damage, for any reason whatsoever, to Landlordany equipment, shall name Landlord as an additional insured tools and/or materials of the Supplier or any of its contractors and/or subcontractors or anyone acting on their behalf which is brought to any site, and shall contain a provision all such liability is hereby expressly waived by the Supplier, provided that the coverage may foregoing shall not be canceled without first giving Landlord not less than fifteen (15) days prior written noticeapply for the benefit of anyone who caused damage with malicious intent. 14.5. Duplicate policies Without derogating from any liability and obligation of the Supplier pursuant to this Contract or certificates of all such insurance shall be delivered any law, the Supplier undertakes to Landlord not less than five (5) days prior effect and to the effective date of each. Landlord, likewisemaintain, at Landlord's expense shall procure and maintain during its own expense, throughout the entire term of this Lease public liability Contract, all insurance with limits not less than $1,000,000 per person and $3,000,000 per accident for personal injury including death and $1,000,000 property damage. (d) Landlord shall insure the Building against damage by fire and other perils insurable at normal rates, in any amount Landlord, in its sole discretion, shall deem adequate, but which will provide Landlord with coverage that is required for the full replacement cost of Tenant's improvements, and Landlord shall maintain such insurance throughout the Lease Term. Tenant shall insure all performance of its property in the Premises against damage by fire, including extended coverage, in such amount as shall be determined by Landlord in consultation with Tenant, and Tenant shall maintain such insurance throughout the Lease Termobligations hereunder.

Liability Indemnification and Insurance. (a) Unless caused by Landlord's gross negligence or willful misconduct, Tenant covenants and agrees that LIMITATION OF 1. The Landlord shall will not be liable to Tenant for any bodily injury to LANDLORD'S or death of any person of, or persons or for any loss or damage to any property of Tenantbelonging LIABILITY to, the Tenant or its employees, invitees, or licensees or any other person in or about the Land or Building unless resulting from the Landlord's gross negligence, but in no event will the Landlord be liable for: (i) any damage, except for Insured Damage, caused by smoke, steam, water, ice, rain, snow, or fumes which may leak into, issue or flow from any part of the Building or from the plumbing works, or from any other place, or caused by the condition or arrangement of any wiring, (ii) any damage caused by any other Building occupant, (iii) any act or omission (including theft, malfeasance, or negligence) of any person claiming through Tenantthe Landlord has employed or contracted with to perform janitor, arising out of any accident security, or occurrence other work in the Building, including(iv) any loss or damage, without limiting the generality however caused, to money, securities, negotiable instruments, papers, or other valuables of the foregoingTenant or its employees, invitees, or licensees, or (v) failure to supply or maintain interior climate control or elevator services, or indirect or consequential damages for personal discomfort or illness resulting from failure to supply or maintain such services. INDEMNIFICATION 2. Except for the Landlord's gross negligence, the Tenant will indemnify and save the Landlord harmless from all claims, actions, liabilities, judgements, damage, costs, or expense which the Landlord may suffer or incur in connection with or arising from: (i) bodily injury or death, or property or other loss or damage occasioned by theftdamage, in or about the Land or Building, as a result of any act or omission of the Tenant, or (ii) any breach by the Tenant of its obligations under this Lease. This indemnity will survive the End of the Term. TENANT'S 3. The Tenant will obtain and maintain in good standing: INSURANCE (a) liability insurance against claims for personal injury, deathdeath or property damage occurring upon, loss in or damage (A) caused by about the Premises or other portions of the Building being out of repair, or (B) caused by any defect in or failure of equipment, pipes, or wiring or (C) caused by broken glass, or (D) caused by backing up of drains, or (E) caused by gas, water, steam, electricity, or oil leaking, escaping or flowing into the Premises or (F) caused by fire, smoke, earthquakes or sonic booms, or (G) caused by the acts or omissions of other tenants located in and the Building. (b) Tenant does hereby agree to indemnify and save Landlord harmless from and against any and all liability for any injury to or death of any person or persons or loss or damage to property in any way arising out of or connected with the condition, use, or occupancy of the Premises, or in any way arising out of the activities of Tenant, its agents and employees in the Building and from all costs, expenses and liabilities, including but not, limited to reasonable attorney's fees, incurred by Landlord in connection therewith excepting, howeverpersonal liability, liability caused assumed by Landlord's gross negligence or willful misconduct. (c) Tenantcontract, at Tenant's expenselegal liability, shall procure and maintain during the life of this Lease, liability non-owned automobile liability. Such insurance with limits will: (i) have a limit of not less than $1,000,000 per person 3,000,000.00 in respect of any one occurrence and $3,000,000 per accident for personal injury including death, and $1,000,000 property damage. The policy or policies Exhibit 6(a)(ii) - Pg. 4 shall be issued by a company or companies licensed to do business in Tennessee, shall be in form acceptable to Landlord, shall name Landlord as an additional insured and shall contain a provision that the coverage may not be canceled without first giving Landlord not less than fifteen (15) days prior written notice. Duplicate policies or certificates of all such insurance shall be delivered to Landlord not less than five (5) days prior to the effective date of each. Landlord, likewise, at Landlord's expense shall procure and maintain during the term of this Lease public liability insurance with limits not less than $1,000,000 per 1,000,000.00 in respect of injury or death to a single person and not less than $3,000,000 per accident for personal injury including death and $1,000,000 500,000.00 in respect of any single instance of property damage., (ii) be primary insurance and will not call into contribution any other insurance available to the Landlord or its mortgagee, which means that the Tenant's insurance will cover any loss before the Landlord's or other insurance, and (iii) provide for cross-liability and severability of interest, which means that each named insured on the policy can sue each other named insured under the terms of the policy; (b) insurance upon the Tenant's property normally located within the Building, and any property which is repaired at the Tenant's expense under this Lease, including stock in trade, inventory, furniture, fittings, Leasehold Improvements, and Tenant's fixtures in an amount equal to the full replacement cost thereof, against at least the perils of fire, sprinkler leakage, theft, vandalism, riot, civil commotion, impact of aircraft, water damage, earthquake, flood, and any perils not mentioned above which are included in normal "all risks" coverage; (c) insurance against all explosion, rupture or failure of boilers, pressure vessels or equipment within or serving the Premises exclusively; and (d) such other types of insurance as a prudent tenant would obtain from time to time. The Tenant will obtain all such insurance in at least those amounts set out in paragraph 3(a) of this Part 9 and otherwise in those amounts a prudent tenant of comparable space in a comparable building in the vicinity would obtain and maintain from time to time. All such insurance policies will: (i) include the Tenant, any mortgagee of the Tenant if applicable, the Landlord, and any mortgagee of the Landlord shall insure if applicable, as named insureds, which means a person, firm, or corporation which is specifically designated by name as an insured under a policy, (ii) contain a waiver of any right of subrogation or recourse by the Tenant's insurer against the Landlord or its employees, agents, contractors, or mortgagees, whether or not any loss is caused by the act, omission or negligence of the Landlord or its employees, agents, contractors, or mortgagees. (Subrogation means the legal process by which an insurance company seeks recovery of the amount it pays to a policy holder from a third party who may have caused the loss.), (iii) provide that the insurer will give the Landlord (and any of the Landlord's mortgagees of which it has received notice) 30 days' prior written notice of cancellation of, material alteration in, or lapse of, any policy, and (iv) provide that such policies will not be invalidated as respects the interest of the Landlord or the Landlord's mortgagees by reason of any breach or violation of any warranties, representations, declarations, or conditions contained in the policies. The Tenant will effect all such policies with insurers and upon terms satisfactory to the Landlord. The Tenant will give the Landlord certified copies of its insurance policies evidencing all such insurance and its renewal. The Tenant will pay the premium for each policy. If the Tenant fails to obtain or maintain any such insurance, the Landlord may do so as the Tenant's agent and at the Tenant's cost. The Tenant will review all its policies annually to ensure that they are up to date. LANDLORD'S 4. The Landlord will obtain and maintain fire and INSURANCE extended coverage insurance on the Building against damage by fire and other perils insurable at normal rates, insurance it considers necessary in any amount Landlord, in its sole discretion, shall deem adequate, but amounts and on terms and conditions which will provide Landlord with coverage for the full replacement cost a prudent owner of Tenant's improvements, and Landlord shall maintain such insurance throughout the Lease Term. Tenant shall insure all of its property a comparable building in the Premises against damage by fire, including extended coverage, in such amount as shall be determined by Landlord in consultation with Tenant, vicinity would obtain and Tenant shall maintain such insurance throughout the Lease Termfrom time to time.