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damaged or the contents are stolen, or seized or the business or the premises is, or is about to be
<br />sold, closed, or discontinued, or in the event of bankruptcy or insolvency.
<br />Lessor shall not assign or otherwise transfer its rights or delegate its duties under this
<br />Agreement, or permit the same whether by operation of law or otherwise, without, in each
<br />instance, the prior written consent of Lessee; provided, however; that such consent is not
<br />needed in the event of a sale of substantially all of the assets. If any such unconsented to
<br />assignment, transfer or delegation occurs, Lessee may, in addition to any other rights and
<br />remedies available to Lessee with respect to a default hereunder, terminate this Agreement.
<br />Lessor shall maintain the following insurance during the term of this Agreement:
<br />(a) Property Insurance. At all times during the entire term of this Agreement, Lessor
<br />shall maintain at its own expense a policy of "all risk" or "special form of loss" insurance
<br />covering the personal property owned or installed by Lessor in the premises at full replacement
<br />cost thereof.
<br />(b) Liability Insurance. At all times during the entire term of this Agreement, Lessor
<br />shall maintain at its own expense a policy of commercial general liability insurance, including
<br />contractual liability covering its obligations under this Agreement, with a minimtun coverage of
<br />$1,000,000 per occurrence and not less than $1,000,000 annual aggregate for this location. In
<br />addition to Company, the policy shall also name Lessee and any other person designated by
<br />Lessee as additional insureds.
<br />(c) Worker's Compensation. In addition to the policies referred to above, Lessor shall
<br />maintain at all times during the term of this Agreement worker's compensation insurance
<br />coverage to the full extent required by applicable law and as maybe adequate to fully protect
<br />Lessee against claims made by Company's employees, agents or contractors.
<br />(d) Other insurance. Such other insurance as is customarily carried by prudent and
<br />reputable Lessors of vending machines and food services. Prior to the commencement of the
<br />term of this Agreement and annually at each policy renewal thereafter, Lessar shall provide the
<br />Lessee with a certificate of insurance as evidence of the above insurance which shall provide
<br />that the insurer with give Lessee at least 30 days' written notice prior to any cancellation, non-
<br />. renewal or material change in coverage. Lessor shall also, upon Lessee's request, provide copies
<br />of all insurance policies to Lessee.
<br />Lessor shall indemnify and hold harmless the Lessee and its officers, employees, directors,
<br />shareholders, subsidiaries, contractors and/or agents from and against all suits, actions, losses,
<br />damages, claims, or liability of any character, type, or description, including but not limited to,
<br />all expenses of litigation, court costs, penalties, arising or resulting from any negligent or
<br />willful act or omission of Lessor and/or its officers, employees, directors, shareholders,
<br />subsidiaries, contractors and/or agents; provided, however, that Lessor shall not be required to
<br />indemnify for the following:
<br />• acts or conduct by third parties, other than the Lessee, not under the control of Lessor;
<br />• claims where the Lessee has failed to investigate and give adequate, prompt written
<br />notice thereof to the Lessor;
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