Common use of Liability Insurance and Indemnification Clause in Contracts

Liability Insurance and Indemnification. 15.1. Tenant, in its name and at its own expense, shall procure and continue in force, commercial general liability insurance against damages occurring in the Leased Premises during the term or any extensions of this Lease. Such insurance shall be in an amount not less than Two Million and No/100 Dollars ($2,000,000.00) general aggregate limit for bodily injury and property damage. A certificate of such insurance shall be provided to Landlord not later than the Lease Commencement Date, and thereafter upon written request. All insurance required under this Section 15 shall be written by companies rated A-VIII or higher. Such policy shall state that it may not be canceled or modified prior to giving Landlord at least thirty (30) days prior written notice. 15.2. Should Tenant desire to carry all or part of the insurance coverage described in this Section through self insurance and/or under a "blanket" policy or policies covering other properties of Tenant, its parent corporation, its subsidiaries, or controlling or affiliated corporations, or of any assignee of this Lease, such methods of insurance shall be deemed compliance with Tenant's obligations under this Section, as to both original coverage and renewals. During such time as no event of default is outstanding and the tangible net worth of Tenant is not less than Fifty Million and No/100 Dollars ($50,000,000.00) as determined according to generally accepted accounting principles consistently applied, Tenant may self insure the coverage referred to in Sections 15.1 and 16.1 provided that to do so does not violate any legal requirements. Such self-insurance shall then be deemed to be compliant with Tenant's obligations under Sections 15.1 and 16.1, as to both original coverage and renewals. 15.3. Landlord agrees to defend, indemnify and save harmless Tenant from and against any and all claims and demands whether from injury to person, loss of life, or damage to property, occurring within the Leased Premises as may result from any injury or damage caused by acts or omissions of Landlord. 15.4. Tenant agrees to defend, indemnify and save harmless Landlord from and against any and all claims and demands whether from injury to person, loss of life, or damage to property, occurring within the Leased Premises, excepting, however, such claims or demands as may result from any injury or damage caused by acts or omissions of Landlord.

Liability Insurance and Indemnification. 15.1. Tenant, in its name 15.1 SN shall purchase and maintain at its own expense, shall procure and continue in force, commercial general all times during the Term product liability insurance against damages occurring in the Leased Premises during the term or with minimum coverage for any extensions Year of this Lease(pound)5 million (five million pounds). Such insurance shall be in an amount addition to, and not less than Two Million and No/100 Dollars ($2,000,000.00) general aggregate limit for bodily injury and property damagein lieu of, any policy or policies of insurance maintained by UBSN. A certificate SN shall provide UBSN with a copy of such insurance shall be provided policy and evidence that premiums have been paid up to Landlord date not later than the Lease Commencement Date, and thereafter upon written request. All insurance required under this Section 15 shall be written by companies rated A-VIII or higher. Such policy shall state that it may not be canceled or modified prior to giving Landlord at least thirty 30 (30thirty) days prior written noticeafter the execution of this Agreement and on request from UBSN thereafter. 15.2. Should Tenant desire to carry all or part of the insurance coverage described in this Section through self insurance and/or under a "blanket" policy or policies covering other properties of Tenant, its parent corporation, its subsidiaries, or controlling or affiliated corporations, or of any assignee of this Lease, such methods of insurance shall be deemed compliance with Tenant's obligations under this Section, as to both original coverage and renewals. During such time as no event of default is outstanding and the tangible net worth of Tenant is not less than Fifty Million and No/100 Dollars ($50,000,000.00) as determined according to generally accepted accounting principles consistently applied, Tenant may self insure the coverage referred to in Sections 15.1 and 16.1 provided that to do so does not violate any legal requirements. Such self-insurance shall then be deemed to be compliant with Tenant's obligations under Sections 15.1 and 16.1, as to both original coverage and renewals. 15.3. Landlord 15.2 SN hereby agrees to defend, indemnify and save hold harmless Tenant UBSN from and against any and all claims costs, damages and demands whether expenses (including reasonable legal fees) (together "Loss") incurred by UBSN arising out of or in connection with any claim by a third party relating to the manufacture, preparation, packaging or supply of the Kingfisher Products by SN save that SN's liability under this clause 15.2 shall be extinguished or reduced to the extent that any Loss is caused by or contributed to by UBI and/or UBSN, the use by SN of the Trade Marks or any information or requirements provided by or, as the case may be, imposed by UBI and/or UBSN in relation to the same. UBSN shall notify SN of any such claim promptly upon receiving notice or being informed as to the existence thereof. Upon such notice from injury to personUBSN, loss of life, or damage to property, occurring within the Leased Premises SN shall promptly take such action as may result from be necessary to protect and defend UBSN against such claim. 15.3 SN's aggregate liability to UBI and UBSN for any damage, loss, cost, claim or expense caused or contributed to by SN arising out of or in connection with any claim relating to the manufacture, preparation, packaging or supply of the Kingfisher Products (including under indemnity in clause 15.2) shall in no circumstances whatsoever exceed the sum of (pound)5 million (five million pounds) per Year whether such liability arises in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise howsoever, PROVIDED ALWAYS THAT nothing in this clause shall exclude or restrict the liability of SN for fraud or death or personal injury or damage caused by acts or omissions of Landlordits negligence. 15.4. Tenant agrees to defend, indemnify and save harmless Landlord from and against any and all claims and demands whether from injury to person, loss of life, or damage to property, occurring within the Leased Premises, excepting, however, such claims or demands as may result from any injury or damage caused by acts or omissions of Landlord.

Liability Insurance and Indemnification. 15.1. 9.1 Tenant, in its name and at its own cost and expense, shall procure obtain or provide and continue keep in forcefull force for the benefit of the Landlord general public liability insurance, commercial general insuring Tenant, and naming Landlord as an additional insured, against any and all liability insurance against damages occurring or claims of liability arising out of, occasioned by or resulting from any accident or otherwise in or about the Leased Premises, for injuries to any person or persons, for limits of not less than $5,000,000 for injuries to one person and $5,000,000 for injuries to more than one person, in any accident or occurrence, and for loss or damage to the property of any person or persons of not less than $500,000. 9.2 Tenant, at its cost and expense, shall obtain or provide and keep in full force for the benefit of the Landlord fire insurance, with an extended coverage endorsement, for damage to the building on the Leased Premises during the term or any extensions of this Lease. Such insurance shall be in an amount not less than Two Million ninety percent (90%) of the full replacement cost thereof. Landlord and No/100 Dollars ($2,000,000.00) general aggregate limit for bodily injury and property damage. A certificate of such insurance Landlord's lender shall be provided to Landlord not later than the Lease Commencement Date, and thereafter upon written request. All named as loss payees thereunder. 9.3 The policies of insurance required under this Section 15 shall be written by a company or companies rated A-VIII authorized to do business in the State of New Jersey. At least fifteen (15) days prior to the expiration or highertermination date of any policy, Tenant shall deliver a certificate of insurance for a renewal or replacement policy with proof of the payment of the premium therefor. Such policy Each of the policies required to be maintained by the Tenant herein shall state contain a provision that it the same may not be canceled or modified prior to giving Landlord at altered without a least thirty fifteen (3015) days prior written noticenotice to the Landlord. 15.2. Should 9.4 Tenant desire to carry shall save, hold, and keep harmless and indemnify Landlord and its shareholders, directors, officers, employees and agents, and their respective heirs, legal representatives, successors and assigns (the "Landlord Indemnitees") from and for any and all liability, damage, loss, cost or part expense (including, without limitation, attorney fees and court costs) incurred by any of the insurance coverage described Landlord Indemnitees wholly or in part arising from or in connection with (i) any breach or default by Tenant of its duties or obligations under this Section through self insurance and/or under a "blanket" policy Lease; (ii) any acts or policies covering other properties omissions by the Tenant or the Tenant's employees, agents, guests, licensees, invitees or subtenants, or (iii) the use or occupancy of the Leased Premises by Tenant and the conduct of Tenant's business thereon. Tenant shall save, hold, and keep harmless and indemnify Fairmount, and their respective shareholders, directors, officers, employees and agents, and their respective heirs, legal representatives, successors and assigns (the "Fairmount Indemnitees") from and for any and all liability, damage, loss, cost or expense (including, without limitation, attorney fees and court costs) incurred by any of the Fairmount Indemnitees wholly or in part arising from or in connection with the use, enjoyment or occupancy of the Parking Spaces by Tenant or its parent corporationemployees or agents. 9.5 Landlord shall save, hold, and keep harmless and indemnify Tenant and its subsidiariesshareholders, directors, officers, employees and agents, and their respective heirs, legal representatives, successors and assigns (the "Tenant Indemnitees") from and for any and all liability, damage, loss, cost or controlling expense (including, without limitation, attorney fees and court costs) incurred by any of the Tenant Indemnitees wholly or affiliated corporations, in part arising from or in connection with (i) any breach or default by Landlord of any assignee of its duties or obligations under this Lease, such methods or (ii) the negligence or intentional misconduct by Landlord or its employees, agents, guests, licensees or invitees. 9.6 Fairmount shall save, hold, and keep harmless and indemnify the Tenant Indemnitees from and for any and all liability, damage, loss, cost or expense (including, without limitation, attorney fees and court costs) incurred by any of insurance shall be deemed compliance the Tenant Indemnitees wholly or in part arising from or in connection with Tenant's (i) any breach or default by Fairmount of its duties or obligations under this SectionLease; (ii) the negligence or intentional misconduct by Fairmount or its employees, as to both original coverage and renewals. During such time as no event agents, guests, licensees or invitees; (iii) the use, occupancy or enjoyment of default is outstanding and the tangible net worth Right of Tenant is not less than Fifty Million and No/100 Dollars ($50,000,000.00) as determined according to generally accepted accounting principles consistently applied, Tenant may self insure Access by Fairmount or the coverage referred to in Sections 15.1 and 16.1 provided that to do so does not violate any legal requirements. Such self-insurance shall then be deemed to be compliant with 860 Premises Tenant's obligations under Sections 15.1 and 16.1, as to both original coverage and renewals. 15.3. Landlord agrees to defend, indemnify and save harmless Tenant from and against any and all claims and demands whether from injury to person, loss of life, or damage to propertytheir respective employees, occurring within the Leased Premises as may result from any injury agents, guests, licensees, invitees or damage caused by acts or omissions of Landlordsubtenants. 15.4. Tenant agrees to defend, indemnify and save harmless Landlord from and against any and all claims and demands whether from injury to person, loss of life, or damage to property, occurring within the Leased Premises, excepting, however, such claims or demands as may result from any injury or damage caused by acts or omissions of Landlord.

Liability Insurance and Indemnification. 15.1. TenantA. The Vendor shall be solely liable for the misuse, loss or theft of, or any damage to, any funds provided under this Agreement or resources donated, procured or purchased under this Agreement (including, but not limited to, the Property), in its name possession or in the possession of any of its agents, suppliers or contractors, and shall have no recourse to CRS or the Donor for any such misuse, loss, theft or damage. The Vendor agrees to reimburse CRS for any such misuse, loss, theft or damage. The Vendor shall immediately notify CRS of any such misuse, loss, theft or damage and include a plan for reimbursing CRS, which shall be subject to CRS’ acceptance and written approval. B. Neither CRS nor the Donor assumes any liability for any third-party claims for damages arising (i) from this Agreement or (ii) out of the acts of the Vendor or any of its agents or vendors. C. Commencing with the Vendor’s performance hereunder, and for the duration of the Term, the Vendor shall maintain in force standard insurance policies, including but not limited to risk property insurance, comprehensive general liability insurance, employee injury/accident insurance and automobile insurance, all as required by applicable law and at coverage levels that are no less than the minimum required by applicable law, and at sufficient levels reasonably calculated to cover its own expenseobligations, liabilities and indemnifications hereunder. Such policies shall procure be held with financially sound and continue in force, commercial general liability reputable insurance against damages occurring companies authorized to do business in the Leased Premises during place where the term or any extensions of Vendor’s obligations under this LeaseAgreement are to be performed. Such The Vendor shall ensure that all insurance shall be in an amount not less than Two Million and No/100 Dollars ($2,000,000.00) general aggregate limit for bodily injury and property damage. A certificate of such insurance shall be provided to Landlord not later than the Lease Commencement Date, and thereafter upon written request. All insurance policies required under this Section 15 Agreement shall be written by companies rated A-VIII or higher. Such policy name CRS as an additional insured party, include a waiver of subrogation of the Vendor’s rights against CRS to the insurance carrier and provide that CRS shall state that it may not be canceled or modified prior to giving Landlord at least receive thirty (30) calendar days written notice from the insurers prior written noticeto any cancellation, termination or modification of coverage. Upon CRS’ request, the Vendor shall provide certificates of insurance that show that the above coverages have been procured and any exclusions under the policies and that CRS has been named an additional insured. Such policies shall not be cancelled, terminated or modified without thirty (30) calendar days advance notice to CRS. The Vendor’s obligations and potential liabilities are expressly agreed and understood not to be limited by any insurance maintained or required to be maintained by the Vendor. 15.2. Should Tenant desire D. The Vendor assumes all liability for all loss, damage, cost and expense arising out of or in any way connected with the operation or performance of, or the failure to carry all perform, any duty, obligation or activity on the part of the insurance coverage described in this Section through self insurance and/or under a "blanket" policy or policies covering other properties of TenantVendor, its parent corporationsubcontractor(s), its subsidiariesvendor(s), agent(s), director(s) or controlling or affiliated corporations, or of any assignee of employee(s) in connection with this Lease, such methods of insurance shall be deemed compliance with Tenant's obligations under this Section, as to both original coverage and renewalsAgreement. During such time as no event of default is outstanding and the tangible net worth of Tenant is not less than Fifty Million and No/100 Dollars ($50,000,000.00) as determined according to generally accepted accounting principles consistently applied, Tenant may self insure the coverage referred to in Sections 15.1 and 16.1 provided that to do so does not violate any legal requirements. Such self-insurance shall then be deemed to be compliant with Tenant's obligations under Sections 15.1 and 16.1, as to both original coverage and renewals. 15.3. Landlord The Vendor further agrees to defend, indemnify and save hold harmless Tenant CRS and its officers, agents, contractors, directors and employees, from all loss, claims, liabilities, suits, actions, proceedings, damages, cost, expense (including charges, disbursements and fees of counsel) and obligations of any kind that may be incurred by CRS or asserted against CRS, by or on behalf of any and all claims and demands whether from injury to person, loss of lifeperson on account of, or damage to propertyresulting from, occurring within arising out of or in any way connected with the Leased Premises as may result from any injury operation or damage caused by acts or omissions of Landlord. 15.4. Tenant agrees to defend, indemnify and save harmless Landlord from and against any and all claims and demands whether from injury to person, loss of lifeperformance of, or damage failure to propertyperform, occurring within any duty, obligation, or activity on the Leased Premisespart of the Vendor, exceptingits subcontractor(s), howevervendor(s), such claims agent(s), director(s) or demands as may result from any injury or damage caused by acts or omissions of Landlordemployee(s) in connection with this Agreement.

Liability Insurance and Indemnification. 15.1. Tenant, in its name and at its own expense, shall procure and continue in force, commercial general liability insurance against damages occurring A. Commencing with the issuance of any XXXX permits that are subject to the permitting regulations set forth in the Leased Premises during Zoning Ordinance, the term or any extensions Applicant shall maintain a current general comprehensive liability policy and automobile liability coverage covering bodily injury, death and illness, and property damage with limits of this Lease. Such insurance shall be in an amount not less than Two at least Five Million and No/100 Dollars ($2,000,000.005,000,000.00) general aggregate limit per occurrence and in the aggregate; and, shall further maintain the above-stated lines of insurance from delivery of the Notice to Proceed by the Applicant for bodily injury and property damage. A certificate the Commercial Solar Energy Facility, in coverage amounts of such insurance shall be provided to Landlord not later than the Lease Commencement Date, and thereafter upon written request. All insurance required under this Section 15 shall be written by companies rated A-VIII or higher. Such policy shall state that it may not be canceled or modified prior to giving Landlord at least thirty (30) days prior written notice. 15.2. Should Tenant desire to carry all or part of the insurance coverage described in this Section through self insurance and/or under a "blanket" policy or policies covering other properties of Tenant, its parent corporation, its subsidiaries, or controlling or affiliated corporations, or of any assignee of this Lease, such methods of insurance shall be deemed compliance with Tenant's obligations under this Section, as to both original coverage and renewals. During such time as no event of default is outstanding and the tangible net worth of Tenant is not less than Fifty Five Million and No/100 Dollars ($50,000,000.005,000,000.00) as determined according per occurrence and Twenty Million Dollars ($20,000,000.00) in the aggregate during the life of the XXXX Facility. The Applicant shall file the original certificate of insurance upon commencement of project construction prior to generally accepted accounting principles consistently appliedthe issuance of any XXXX permits that are subject to the permitting regulations set forth in the Zoning Ordinance, Tenant may self insure the coverage referred to in Sections 15.1 corresponding policies and 16.1 provided that to do so does not violate any legal requirements. Such self-insurance shall then be deemed endorsements to be compliant with Tenant's obligations under Sections 15.1 provided within sixty (60) days of issuance, and 16.1at each subsequent renewal, as to both original coverage and renewals. 15.3at least annually thereafter. Landlord agrees to The Applicant shall defend, indemnify and save hold harmless Tenant the County and its officers, appointed and elected officials, employees, attorneys, engineers and agents (collectively and individually, the "Indemnified Parties") from and against any and all claims claims, demands, losses, suits, causes of action, damages, injuries, costs, expenses and demands liabilities whatsoever, including reasonable attorney's fees relating to or arising out of the issuance of the Conditional Use Permit or the construction, operation, maintenance and removal of the XXXX including, without limitation, liability for property damage or personal injury (including death or illness), whether from injury to person, loss of life, said liability is premised on contract or damage to property, occurring within the Leased Premises as may result from on tort (including without limitation strict liability or negligence) or any injury or damage caused by acts or omissions of Landlordthe Applicant, the Owner or the Operator under this Ordinance or the Conditional Use Permit, except to the extent any such claims, demands, losses, suits, causes of action, damages, injuries, costs, expenses and liabilities arise from the negligence or intentional acts of such Indemnified Parties. This general indemnification shall not be construed as limiting or qualifying the County's other indemnification rights available under the law. 15.4. Tenant agrees to defend, indemnify and save harmless Landlord from and against any and all claims and demands whether from injury to person, loss of life, or damage to property, occurring within the Leased Premises, excepting, however, such claims or demands as may result from any injury or damage caused by acts or omissions of Landlord.

Liability Insurance and Indemnification. 15.18-1. TenantLICENSEE shall at all times during the Term of this Agreement and thereafter, in its name indemnify, defend and at hold USCRF, the ORIGINATORS, the UNIVERSITY, and their respective trustees, directors, officers, employees and AFFILIATES (“Indemnitees”), harmless against all third party claims, proceedings, demands and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property, resulting from the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED PRODUCT(s) or arising from any obligation or act of LICENSEE hereunder. Notwithstanding the forgoing, LICENSEE shall not be responsible for indemnifying, defending or holding harmless Indemnitees from their own negligence, willful misconduct or breach by USCRF of this Agreement. LICENSEE shall not be liable to Indemnitees on account of any settlement effected without LICENSEE’S consent. LICENSEE shall have the right to defend such a product liability lawsuit with counsel of its own choosing. USCRF shall cooperate reasonably in the defense of such action at LICENSEE’S expense. 8-2. LICENSEE shall obtain and carry in full force and effect commercial, shall procure and continue in force, commercial general liability insurance against damages occurring in an amount commensurate with the Leased Premises during the term or any extensions of this Leaserisks covered by Article 8-1 above. Such insurance shall be in an amount not less than Two Million written by a reputable insurance company, and No/100 Dollars ($2,000,000.00) general aggregate limit for bodily injury and property damageshall be endorsed to include product liability coverage. A certificate The limits of such insurance shall be provided to Landlord not later than the Lease Commencement Date, and thereafter upon written request. All insurance required under this Section 15 shall be written by companies rated A-VIII or higher. Such policy shall state that it may not be canceled or modified prior to giving Landlord at least thirty (30) days prior written notice. 15.2. Should Tenant desire to carry all or part of the insurance coverage described in this Section through self insurance and/or under a "blanket" policy or policies covering other properties of Tenant, its parent corporation, its subsidiaries, or controlling or affiliated corporations, or of any assignee of this Lease, such methods of insurance shall be deemed compliance with Tenant's obligations under this Section, as to both original coverage and renewals. During such time as no event of default is outstanding and the tangible net worth of Tenant is not less than Fifty Five Million and No/100 Dollars ($50,000,000.005,000,000) as determined according to generally accepted accounting principles consistently applied, Tenant may self insure the coverage referred to in Sections 15.1 and 16.1 provided that to do so does not violate any legal requirementsper occurrence with an aggregate of Five Million Dollars ($5,000,000) for personal injury or death. Such self-insurance coverage amounts shall then be deemed reviewed not less frequently than annually and, if found to be compliant necessary based on a review of coverage limits carried by companies comparable to LICENSEEE, adjusted to ensure reasonable and adequate coverage limits. LICENSEE shall provide USCRF with Tenant's obligations under Sections 15.1 and 16.1, as to both original coverage and renewalsCertificates of Insurance evidencing the same. 15.38-3. Landlord agrees Except as otherwise provided herein, USCRF and UNIVERSITY, their trustees, directors, officers, regents, employees, ORIGINATORS, and affiliates make no representations and extend no warranties of any kind, either express or implied, including, but not limited to defendwarranties of merchantability, indemnify and save harmless Tenant from and against fitness for a particular purpose, validity of patent rights, claims, issued or pending, or the absence of latent or other defects, whether or not discoverable, on any and all claims and demands whether from licensed product or licensed process. In no event shall USCRF, the ORIGINATORS, the UNIVERSITY, or their respective trustees, regents, directors, officers, employees or affiliates be liable for damages of any kind, including, without limitation, economic damage, injury to personproperty or lost profits, loss in excess of life, or damage to property, occurring within any amounts permitted under the Leased Premises as may result from any injury or damage caused by acts or omissions of LandlordS.C. Tort Claims Act. 15.4. Tenant agrees to defend, indemnify and save harmless Landlord from and against any and all claims and demands whether from injury to person, loss of life, or damage to property, occurring within the Leased Premises, excepting, however, such claims or demands as may result from any injury or damage caused by acts or omissions of Landlord.