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8. Liens, Judgments, Titles and Defects: CUSTOMER shall defend, indemnify and hold Enterprise its parent, 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: Enterprise assumes no responsibility for the correctness of the odometer reading on any Vehicle and the CUSTOMER shall defend,
<br />indemnify and hold Enterprise its parent, employees and agents harmless from and against any and all claims, expenses (including reasonable
<br />attorney's fees), suits and demands arising out of, based upon or resulting from inaccuracy of the odometer reading on any Vehicle or any
<br />odometer statement prepared in connection with the sale of any Vehicle, unless such inaccuracy is caused by an employee, Enterprise, or officer
<br />of Enterprise.
<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, Enterprise may accumulate sales proceeds from the sale ofall Vehicles and deduct seller fees, auction fees,
<br />Service Fees, towing costs, title service fees, enhancement fees and any expenses incurred by Enterprise while selling Vehicle from said funds.
<br />Enterprise will thereafter remit to CUSTOMER the net proceeds of said accumulated sales proceeds, if any.
<br />11. Compliance with Laws: Enterprise shall comply with all federal, state, and local laws, regulations, ordinances, and statutes, including those of
<br />any state motor vehicle departments, department of insurance, and the Federal Odometer Act.
<br />12. Insurance: CUSTOMER shall obtain and maintain in force at all times during the term of this Agreement and keep in place until each Vehicle is
<br />sold and title is transferred on each Vehicle, automobile third party liability of $1,000,000 per occurrence and physical damage coverage on all
<br />Vehicles. This insurance shall be written as a primary policy and not contributing with any insurance coverage or self-insurance applicable to
<br />Enterprise.
<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: In the event Enterprise is responsible for any damage to a Vehicle, Enterprise's liability for damage to a Vehicle in its possession
<br />shall be limited to the lesser of: (1) the actual cost to repair the damage to such vehicle suffered while in Enterprise's possession; or (2) the
<br />negative impact to the salvage value of such vehicle. Enterprise shall not be liable for any other damages to a Vehicle of any kind, including but not
<br />limited to special, incidental, consequential or other 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.
<br />18. Authorization: Each party represents and warrants to the other party that the person signing this Agreement on behalf of such party is duly
<br />authorized to bind such party.
<br />"ENTERPRISE"
<br />Signature:
<br />Printed Name:
<br />Title:
<br />"CUSTOMER"
<br />Signature:
<br />Printed Name:
<br />Title:
<br />Date Signed: Date Signed: ,
<br />
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