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a Buyer Indemnified Party to indemnification pursuant to any of the above. <br /> 12.2 Indemnification of Seller Indemnified Parties. Buyer covenants and agrees with <br /> Seller that, following the Closing, Buyer shall reimburse, indemnify and hold Seller and the <br /> Seller and its officers, governors, member, and Affiliates (the "Seller Indemnified Parties") <br /> harmless from, against and in respect of any and all Losses resulting from, or which exist due to <br /> or arise out of any of the following: <br /> 12.2.1 (i) any inaccuracy or breach of or in, any of the representations and <br /> warranties made by Buyer in this Agreement; (ii) any Assumed Liabilities; or (iii) any <br /> liability arising out of the ownership or operation of the Purchased Assets after the <br /> Closing other than the Excluded Liabilities; <br /> 12.2.2 Any nonfulfillment of any covenant or agreement of Buyer under this <br /> Agreement or Ancillary Agreement; or <br /> 12.2.3 Any claim made by a third party alleging facts which, if true,would entitle <br /> a Seller Indemnified Party to indemnification pursuant to any of the above. <br /> 12.3 Survival. The indemnity obligations of the parties, and any representations and <br /> warranties made by Seller or Buyer under this Agreement, shall survive the Closing. <br /> ARTICLE 13 <br /> GENERAL PROVISIONS <br /> 13.1 Amendment; Waiver of Terms. This Agreement cannot under any circumstances <br /> be modified orally, and no agreement shall be effective to amend, change, modify or discharge <br /> this Agreement in whole or in part unless such agreement is in writing and is signed by Seller, <br /> Seller and Buyer. No waiver of any provision or right shall be valid unless it is in writing and <br /> signed by the party giving it. <br /> 13.2 Payment of Expenses. Each of the parties shall pay its or their own expenses, <br /> including, without limitation, the expenses of its or their own counsel, investment bankers and <br /> accountants, incurred in connection with the preparation, execution and delivery of this <br /> Agreement. <br /> 13.3 Entire Agreement; Binding Nature; Assignment. This Agreement and the other <br /> agreements and documents referred to herein set forth the entire understanding of the parties <br /> with respect to the subject matter hereto. None of the rights or obligations of any of the parties <br /> hereto may be assigned without the prior written consent of the other. <br /> 13.4 Notices. All notices, requests, demands and other communications ("Notices") <br /> required or permitted to be given hereunder shall be in writing and shall be given by <br /> hand-delivery, by certified or registered mail return receipt requested, to the parties at the <br /> addresses set forth on the first page of this Agreement. Such Notices shall be deemed given on <br /> the date personally delivered, if delivered by hand or by courier, with receipt confirmed in <br /> writing; on the date five (5) days after the date sent if sent certified or registered mail. Any party <br /> hereto may designate a different address to which notices required or permitted to be given <br /> pursuant to this Agreement shall thereafter be transmitted by giving notice to that effect in <br /> 11 <br />