FROM ANY CAUSE
WHATSOEVER, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE INDEMNIFIED PARTIES, AND (D) ANY NEGLIGENCE OF TENANT OR OF
TENANT'S AGENTS, IN, ON OR ABOUT THE PREMISES, THE BUILDING OR THE COMMON AREA.
IN CASE ANY ACTION OR PROCEEDING BE BROUGHT, MADE OR INITIATED AGAINST THE
INDEMNIFIED PARTIES RELATING TO ANY MATTER COVERED BY TENANT'S INDEMNIFICATION
OBLIGATIONS UNDER THIS SECTION OR UNDER SECTION 13.4, TENANT, UPON NOTICE FROM
THE LANDLORD, SHALL AT ITS SOLE COST AND EXPENSE, RESIST OR DEFEND SUCH CLAIM,
ACTION OR PROCEEDING BY COUNSEL APPROVED BY THE INDEMNIFIED PARTIES.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT ANY INDEMNIFIED PARTY REASONABLY
BELIEVES A CONFLICT OF INTEREST EXISTS BETWEEN SUCH INDEMNIFIED PARTY AND ANY
OTHER INDEMNIFIED PARTY, EACH OF THE INDEMNIFIED PARTIES MAY RETAIN ITS OWN
COUNSEL TO DEFEND OR ASSIST IN DEFENDING ANY CLAIM, ACTION OR PROCEEDING, AND
TENANT SHALL PAY THE REASONABLE FEES AND DISBURSEMENTS OF SUCH COUNSEL.
TENANT'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS LEASE.
EACH OF THE INDEMNIFIED PARTIES IS AN INTENDED
THIRD-PARTY BENEFICIARY OF THIS SECTION 14.1 AND SHALL BE ENTITLED TO ENFORCE
THE PROVISIONS HEREOF.
14.2
INSURANCE.
TENANT SHALL PROCURE AT ITS SOLE COST
AND EXPENSE AND KEEP IN EFFECT DURING THE TERM:
(A)
COMMERCIAL GENERAL LIABILITY INSURANCE
COVERING TENANT'S OPERATIONS IN THE PREMISES AND THE USE AND OCCUPANCY OF THE
PREMISES.
SUCH INSURANCE SHALL INCLUDE CONTRACTUAL LIABILITY. SUCH COVERAGE
SHALL BE WRITTEN ON AN
36
"OCCURRENCE" FORM AND SHALL HAVE A MINIMUM COMBINED SINGLE LIMIT OF LIABILITY OF
NOT LESS THAN TEN MILLION DOLLARS ($10,000,000).
TENANT'S POLICY SHALL BE
WRITTEN TO APPLY TO ALL BODILY INJURY, PROPERTY DAMAGE AND PERSONAL INJURY AND
PROVIDE FOR COVERAGE OF OWNED AND NON-OWNED AUTOMOBILE LIABILITY, IF
APPLICABLE.
SUCH INSURANCE SHALL NAME LANDLORD AND INDEMNIFIED PARTIES AS AN
ADDITIONAL INSURED, AND SHALL PROVIDE THAT LANDLORD WILL RECEIVE THIRTY (30)
DAYS' WRITTEN NOTICE FROM THE INSURER PRIOR TO ANY CANCELLATION AND SHALL
PROVIDE THAT IT IS PRIMARY INSURANCE;
(B)
"ALL RISK" COMMERCIAL PROPERTY INSURANCE
WITH RESPECT TO TENANT'S PROPERTY, INCLUDING FURNITURE, FITTINGS, INSTALLATIONS,
ALTERATIONS, ADDITIONS, PARTITIONS AND FIXTURES OR ANYTHING IN THE NATURE OF A
LEASEHOLD IMPROVEMENT MADE OR INSTALLED BY OR ON BEHALF OF THE TENANT IN AN
AMOUNT OF NOT LESS THAN ONE HUNDRED PERCENT (100%) OF THE FULL REPLACEMENT COST
THEREOF AS SHALL FROM TIME TO TIME BE DETERMINED BY TENANT IN FORM SATISFACTORY
TO LANDLORD;
(C)
WORKER'S COMPENSATION INSURANCE IN THE
AMOUNTS AND COVERAGES REQUIRED UNDER WORKER'S COMPENSATION LAWS APPLICABLE TO
TENANT AND/OR THE PREMISES FROM TIME TO TIME, AND EMPLOYER'S LIABILITY
INSURANCE, WITH LIMITS OF NOT LESS THAN ONE MILLION DOLLARS ($1,000,000) SUCH
HIGHER AMOUNTS AS MAY BE REQUIRED BY LAW; AND
(D)
ANY OTHER FORM OR FORMS OF INSURANCE AS
LANDLORD MAY REASONABLY REQUIRE FROM TIME TO TIME (OTHER THAN INSURANCE THAT
LANDLORD IS REQUIRED TO MAINTAIN) IN AMOUNTS AND FOR INSURABLE RISKS (ON
COMMERCIALLY REASONABLE TERMS) AGAINST WHICH A PRUDENT TENANT WOULD PROTECT
ITSELF TO