Agenda - Council - 01/11/2005 - Laserfiche WebLink

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assigns, harmless!fr°m, any expenses or damages, including reasonable attorneys' fees, tl!at BUYER incurs because of the breach of any of the representati°ias and warranties contained in this Paragraph 10., whether such breach is discovered before or after closing. Each of the representations and warranties herein contained shall survive the Closing. Wherever heroin ~a representation is made "to the best knowledge of SELLER", such ~epresentations is limited to the actual knowledge of SELLER. Except as herein expressly stated, BUYER is purchasing the Property based up~on its own investigation and inquiry and is not relying on any repre3entation of SELLER or other person and is agreeing to accept and pUrchas~e the Property '"as is, where is" subject to the conditions of examination lierein set forth and the express warranties herein : contained. Consummation of this Agreement by BUYER with knowIedge of any such b!'eact~ by SELLER will not constitute a waiver or release by :BUYER of any claims due to such breach. SELLER shall have the right to assume defense :of any claim asserted by a third party against BUYER for whicli SELLER is indemnifying BUYER under this paragraph l O.k. with counsel reasonably acceptable to BUYER so long as SELLER is diligently defending suchclaim; provided that BUYER may participate in such proCeeding at BUYER'S expense unless there is an actual 02' potential material c:onflict of interest (which is not waived by the parties) of the counsel for SELLER representing both SELLER and BUYER in which event SELLER shall also pay the legal fees and expenses of BUYER in connection with such claim or proceeding. Neither SELLER nor BUYER shall Settle any such claim without the consent of the other (which consent shall not be um'easonably withheld, conditioned or delayed), unless such settlement requires no admission of liability on the part of the other and no assumption of any obligation 02' monetary payment l'or which BUYER has not been fully indemnified. I I. I~IUYER S REPRESENTATIONS AND WARRANTIES. BUYER represents and warrants that it has full right and authority to execute this Agreement m~d to execute and deliver all documents and instrmnents required of SELLER under the provisions of this Agreement. 12. IIUYER'S INDEMNITY. BUYER will indemnify SELLER, its successors and assigns, against, and will hold SELLER, its successors and assigns, harmless from, any expenses or damages, including reasonable attorney~' fees, that SELLER incurs because of the breach of any ot' lhc representations and warrantie~ contained in Paragraph 1 1, whether such breach is disc(~vered before or after closing. Each of the representation and warrartties herein contained shall survive the (;losing. Wherever (herein a representation is made "to the best knowledge of BUYEI~.", such representations is limited to the actual knowledge of BUYER. Consummation o1' this Agrcement by SELLER with kt~owledge of any such breach by BUYER will not cm~stilutc a waiver or release by SELLER iofany claims due to such breach. BUYER shall have the right lo assume defense of any claim asserted by a third party against SELLER fbr which BIJYER is indenmifying SELLER under this paragraph 12 with counsel reasonably acceptable