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6. Indemnification and Hold Harmless: Except as otherwise provided herein, CUSTOMER agrees to indemnify, defend and hold EFM and each
<br />Enterprise Entity and their parents and affiliated entities, employees and agents harmless to the extent any loss, damage, or liability arises from
<br />EFM or any Enterprise Entity's use or operation of a vehicle and for the negligence or willful misconduct of Customer, its agents or employees, and
<br />for its breach of any term of this Agreement. The parties' obligations under this section shall survive termination of this Agreement.
<br />7. Risk of Loss: Notwithstanding anything to the contrary hereunder, CUSTOMER shall assume all risk of loss for damage to or loss of any
<br />Vehicle or any part or accessory regardless of fault or negligence of CUSTOMER, Enterprise, EFM or any other person or entity or act of God.
<br />8. Liens. Judgments. Titles and Defects: CUSTOMER represents and warrants it holds full legal title to each such Vehicle, title to each such
<br />Vehicle is clean and not subject to being branded for any reason, or requires any form of additional disclosure to a purchaser and that there are no
<br />open recalls on each such Vehicle. CUSTOMER shall defend, indemnify and hold Enterprise, EFM, their parents, employees and agents harmless
<br />from and against any and all claims, expenses (including reasonable attorney's fees), suits and demands arising out of, based upon, or resulting
<br />from any judgments, liens or citations that were placed on the Vehicle, defects in the Vehicle's title, or mechanical or design defects in the Vehicle.
<br />9. Odometer: Neither EFM nor Enterprise assume responsibility for the correctness of the odometer reading on any Vehicle and the CUSTOMER
<br />shall defend, indemnify and hold EFM, Enterprise, their parents, employees and agents harmless from and against any and all claims, expenses
<br />(including reasonable attorney's fees), suits and demands arising out of, based upon or resulting from inaccuracy of the odometer reading on any
<br />Vehicle or any odometer statement prepared in connection with the sale of any Vehicle, unless such inaccuracy is caused by EFM, Enterprise, their
<br />employees or officers.
<br />10. Bankruptcy: Subject to applicable law, in the event of the filing by CUSTOMER of a petition in bankruptcy or an involuntary assignment of its
<br />assets for the benefit of creditors, EFM or Enterprise may accumulate sales proceeds from the sale of all Vehicles and deduct seller fees, auction
<br />fees, Service Fees, towing costs, title service fees, enhancement fees and any expenses incurred by EFM or Enterprise while selling Vehicle from
<br />said funds. EFM or Enterprise will thereafter remit to CUSTOMER the net proceeds of said accumulated sales proceeds, if any.
<br />11. Compliance with Laws: EFM, Enterprise and CUSTOMER shall comply with all federal, state, and local laws, regulations, ordinances, and
<br />statutes, including those of any state motor vehicle departments, department of insurance, and the Federal Odometer Act.
<br />12. Insurance: CUSTOMER shall maintain and provide proof of Automobile Liability Insurance until the later of title transfer to purchaser of
<br />Vehicle or transfer of sales proceeds to Customer covering liability arising out of maintenance, use or operation of any Vehicle (owned, hired and
<br />non -owned) under this Agreement, with limits of not less than one million dollars ($1,000,000) per occurrence for bodily injury and property
<br />damage. EFM, Enterprise, and their subsidiaries and affiliates are to be named as Additional Insureds. This insurance shall be written as a primary
<br />policy and not contributing with any insurance coverage or self-insurance or other means of owner's financial responsibility applicable to EFM or
<br />Enterprise. CUSTOMER must waive and must require that its insurer waive its right of subrogation against EFM and Enterprise and their affiliates.
<br />employees, successors and permitted assigns on account of any and all claims CUSTOMER may have against EFM or Enterprise with respect to
<br />insurance actually carried or required to be carried pursuant to this Agreement.
<br />13. Term: This agreement is effective on the Execution Date and shall continue until such time as either party shall notify the other party with thirty
<br />(30) days prior written notice to terminate the Agreement with or without cause.
<br />14. Modification: No modification, amendment or waiver of this Agreement or any of its provisions shall be binding unless in writing and duly
<br />signed by the parties hereto.
<br />15. Entire Agreement: This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements, promises,
<br />representations, understandings, and negotiations, whether written or oral, with respect to the subject matter hereto.
<br />16. Liability Limit: EXCEPT TO THE EXTENT A PARTY HERETO BECOMES LIABLE FOR ANY DAMAGES OF THE TYPES DESCRIBED BELOW TO A
<br />THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM AND SUCH PARTY IS ENTITLED TO INDEMNIFICATION WITH RESPECT THERETO UNDER
<br />THE PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY HEREUNDER BE LIABLE TO OTHER PARTY FOR ANY SPECIAL,
<br />INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL,
<br />LOSS OF PROFITS OR REVENUES, LOSS OF SAVINGS AND/OR INTERRUPTIONS OF BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF
<br />THE POSSIBILITY OF SUCH DAMAGES.
<br />17. Attorney's Fees: In the event that a party hereto institutes any action or proceeding to enforce the provisions of this Agreement, the prevailing
<br />party shall be entitled to receive from the losing party reasonable attorney's fees and costs for legal services rendered to the prevailing party.
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