Agenda - Council - 04/25/2006 - Laserfiche WebLink

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SELLER will indemnify BUYER, its successors and assigns, against, and will · hold BUYER, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that BUYER incurs because of the breach of any of the representations and warranties contained in this Paragraph 9, whether such breach is discovered before or after Closing, Each of the representation and warranties herein contained shall survive the Closing. Consummation of this Agreement by BUYER with knowledge of any such breach by SELLER will not constitute a waiver or release by BUYER of any claims due to such breach. SELLER shall have the night to assume defense of any claim asserted by a third party against BUYER for which SELLER is indemnifying BUYER under this paragraph 9 with counsel reasonably acceptable to BUYER so long as SELLER is diligently defending such claim; provided that BUYER may participate in such proceeding at SELLER'S expense unless there is an actual or potential material conflict 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 unreasonably withheld, conditioned or delayed), unless such settlement requires no admission of liability on the part of the other and no assumption of any obligation or monetary payment for which BUYER has not been fully indemnified. 10. BUYER'S REPRESENTATIONS AND WARRANTIES. BUYER represents and warrants that it has full right and authority to execute this Agreement and to execute and deliver all documents and instruments required of BUYER under the provisions of this Agreement. 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 attorneys' fees, that SELLER incurs because of the breach of any of the representations and warranties contained in this Paragraph 10, whether such breach is discovered before or after Closing. Each of the representation and warranties herein contained shall survive the Closing. Consummation of this Agreement by SELLER with knowledge of any such breach by BUYER will not constitute a waiver or release by SELLER of any claims due to such breach. BUYER shall have the right to assume defense of any claim asserted by a third party against SELLER for which BUYER is indemnifying SELLER under this paragraph 10 x~4th counsel reasonably acceptable to SELLER so long as BUYER is diligently defending such claim; provided that SELLER may participate in such proceeding at SELLER'S expense unless there is an actual or potential material conflict of interest (which is not waived by the parties) of the counsel for BUYER representing both BUYER and SELLER in which event BUYER --hall also pay the legal fees and expenses of SELLER in connection with such claim or proceeding. Neither BUYER nor SELLER shall settle any such claim without the consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement requires no admission of liability on the part of the other and no assumption of any obligation or monetary payment for which SELLER has not been fully indemnified. 5 121131046v3 820716 4/20/06