Laserfiche WebLink
<br />8. Possession Date. The parties agree that Buyer shall take possession of the Business <br />at closing. <br /> <br />9. Indemnification. <br /> <br />A. Seller (the "Indemnitor") shall indemnifY, defend and hold Buyer harmless from <br />and against any loss, cost, damage or expense (including reasonable attorneys' <br />fees), which arises or has arisen out of or is related to the operation of the <br />Business by Seller on or before the date of Closing, or which occurs as a result <br />of the breach of any of the Indemnitor's warranties and representations in this <br />Agreement, or any breach, no fulfillment or nonperformance by the Indemnitor <br />of any of their covenants, duties, or obligation in this Agreement. In the event <br />Indemnitor fails to pay when due any claim Buyer may have for <br />indemnification pursuant to this Section 10(a), Buyer may set off an amount <br />equal to Buyer's claim against the amounts otherwise owed by Buyer to Seller. <br />After acquiring knowledge of the existence of any losses or damages to which <br />the Indemnitor's indemnification obligations would apply, Buyer shall notifY <br />the Indemnitor in writing of the existence of such losses or damages. Buyer <br />shall give Indemnitor a reasonable opportunity to cure or to defend the claim, at <br />Indemnitor's own expense; provided that Buyer shall at all times also have the <br />right to fully participate in the defense of any claim at its own expense. <br /> <br />B. Buyer shall indemnifY, defend and hold Seller harmless from and against all <br />loss, cost, damage or expense (including reasonable attorneys' fees), which <br />arises out of or is related to the operation of the Business by Buyer on or after <br />the date of Closing or which occurs as a result of any breach of Buyer's <br />warranties and representations in this Agreement, or any breach, no fulfillment <br />or nonperformance by Buyer of any of its covenants, duties or obligations in <br />this Agreement. In the event Buyer fails to pay when due any claim Seller may <br />have for indemnification pursuant to this Section I O(b), Seller may set off an <br />amount equal to Seller's claim against any amounts owed by Seller to Buyer. <br />After acquiring knowledge of the existence of any losses or damages to which <br />Seller's indemnification obligations would apply, Seller shall notifY Buyer in <br />writing of the existence of such losses or damages. Seller shall give Buyer a <br />reasonable opportunity to cure or to defend such claim, at Buyer's own expense; <br />provided that Seller shall at all times also have the right to fully participate in <br />the defense of any claim at its own expense. <br /> <br />10. Conditions to Closing. <br /> <br />A. Conditions to Obligation of Buver. The obligation of Buyer to complete the <br />purchase in accordance with the terms set forth in this Agreement is subject to <br /> <br />J5' <br />