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<br />contained. Consummation of this Agreement by BUYER with <br />knowledge of any such breach by SELLER will not constitute a waiver or <br />release by BUYER of any claims due to such breach. SELLER shall <br />have the right to assume defense of any claim asserted by a third party <br />against BUYER for which SELLER is indemnifying BUYER under this <br />paragraph 9.j. with counsel reasonably acceptable to BUYER so long as <br />SELLER is diligently defending such claim; provided that BUYER may <br />participate in such proceeding at BUYER'S expense unless there is an <br />actual or potential material conflict of interest (which is not waived by the <br />parties) of the counsel for SELLER representing both SELLER and <br />BUYER in which event SELLER shall also pay the legal fees and <br />expenses of BUYER in connection with such claiin or proceeding. <br />Neither SELLER nor BUYER shall settle any such claim without the <br />consent of the other (which consent shall not be unreasonably withheld, <br />conditioned or delayed), unless such settlement requires no admission of <br />liability on the part of the other and no assumption of any obligation or <br />monetary payment for which BUYER has not been fully indemnified. <br /> <br />10. BUYER'~ REPRESENTATIONS AND WARRANTIES. BUYER represents <br />and warrants that it has full right and authority to execute this Agreement and to execute and <br />deliver all documents and instruments required of SELLER under the provisions of this <br />Agreement. <br /> <br />11. BUYER'S INDEMNITY. BUYER will indemnify SELLER, their heirs, <br />successors and assigns, against, and will hold SELLER, their heirs, successors and assigns, <br />harmless from, any expenses or damages, including reasonable attorneys' fees, that SELLER <br />incurs because of the breach of any of the representations and warranties contained in Paragraph <br />10, whether such breach is discovered before or after closing. Each of the representation and <br />warranties herein contained shall survive the Closing. Wherever herein a representation is made <br />"to the best knowledge of BUYER", such representations is limited to the actual knowledge of <br />BUYER. Consummation of this Agreement by SELLER with knowledge of any such breach by <br />BUYER will not constitute a waiver or release by SELLER of any claims due to such breach. <br />BUYER shall have the right to assume defense of any claim asserted by a third party against <br />. SELLER for which BUYER is indemnifying SELLER under this paragraph 11 with counsel <br />reasonably acceptable to SELLER so long as BUYER is diligently defending such claim; <br />provided that SELLER may participate in such proceeding at SELLER'S expense unless there <br />is an actual or potential material conflict of interest (which is not waived by the parties) of the <br />counsel for BUYER representing both BUYER and SELLER in which event BUYER shall also <br />pay the legal fees and expenses of SELLER in connection with such claim or proceeding. <br />Neither BUYER nor SELLER shall settle any such claim without the consent of the other <br />(which consent shall not be unreasonably withheld, conditioned or delayed), unless such <br />settlement requires no admission of liability on the part of the other and no assumption of any <br />obligation or monetary payment for with SELLER has not been fully indemnified. <br /> <br />6 <br /> <br />-356- <br />