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NEOISO will be liable to repay the Indemnified Parry entitied to indemnification for all its expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) until the Indemnifying Parly assumes such defense. (b) Liabili . Notwithstanding any other provision of this Agreement, indemnity obligations entered into hereunder will be due only to the extent of the Losses actually suffered by an Indemnified Party (i.e., reduced by any offsetting or related asset or service received and any recovery from any third party, excepting an insurer). The Indemnifying Party will be subrogated to all rights of the Indemnified Party against any third party with respect to any claim for which indemnity was paid. • Section 2.5 North American Insurance During the Term of this Agreement, and for three years following expiration or terrninafion of this Agreement, NORTH AMERICAN, at its own expense, will maintain and will require that its agents or subcontractors maintain general liability insurance, property insurance, or other appropriate insurance policies of insurance providing protection (at a minimum, in the amount of $1,000,000 per occurrence /$3,000,000 annual aggregate) applicable to any claims, liabilities, damages, costs, or expenses arising out of its pertormance under this Agreement (or any Appendix) and with respect to (or arising out of) NORTH AMERICAN'S providing of Products to Members and Participants. Section 2.6 Termination Riqhts The parties will have those termination rights set forth below. (a) Insolvencv. If a petition in bankruptcy is filed by NORTH AMERICAN, or if NORTH AMERICAN is adjudicated a bankrupt, or if NORTH AMERICAN makes a general assignment for the benefit of creditors, or if a receiver is appointed on account of the insolvency of NORTH AMERICAN, then NEOJSO, without prejudice to any other right or remedy, may terminate this Agreement as it relates to NORTH AMERICAN upon giving at least five days prior, written notice of such termination. (b) Mutual Consent. This Agreement, or any Appendix, may be terminated at any time by the mutual consent of NEOISO and NORTH AMERICAN. (c) Breach. In the event that either party commits a material breach of its obligations under this Agreement, other than a payment obligation, the non-breaching party will provide written notice describing the material breach to the breaching party. The breaching party will have thirty (30) days to cure such breach, or, if the parties agree that a cure is not feasible within thirty (30) days, such period of time for cure as the parties may agree in writing. If the breach is not cured within such period, then the party not in breach may terminate this Agreement upon thirly (30) days prior, written notice. (d) Susaension of Detiveries. NORTH AMERfCAN may suspend deliveries to a Member or Participant if. that Member or Participant is in breach of its payment obligation under this Agreement. The Member or Participant will have the righ# to cure the breach with payment due in full and thereafter NORTH AMERICAN must resume deliveries. Section 2.7 Damaqes Notwithstanding any other provision of this Agreement, neither party will be fiable to the other party, for any special, indirect, consequential, or punitive damages of any kind, inc{uding, but not limited -to, loss of production, loss of income, or loss of -6- Northeast Ohio Sourcing O?'ice 4829 Galaxy Pazka=ay Suite A p 1216.839.1500 ? www.neoso.org Cleveland, CJH 44128 f1216.503.4247