R2003-20 AUTHORIZING AGREEMENT - Laserfiche WebLink

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10.5 The foregoing covenants, representations and warranties set forth in this Section 10 are express covenants, representations and warranties upon which Buyer shall be entitled to rely regardless of any investigation or inquiry made by, or any knowledge of, Buyer. Seller shall indemnify and hold Buyer forever harmless from and against any and all claims, actions, judgments, liabilities, liens, damages, penalties, fines, costs and expenses, including, but not limited to, attorneys'fees, asserted against, imposed on, suffered or incurred by Buyer (or the Property) directly or indirectly arising out of or in connection with any breach of the foregoing covenants, representations and warranties (as made and as remade pursuant to Section 10.3.), and whether known to or discovered by Buyer before, on or after the Closing. Consummation of this Agreement by Buyer with knowledge of any such breach shall not constitute a waiver or release by Buyer of any claims arising out of or in connection with such breach. Notwithstanding anything contained in this Agreement to the contrary, the foregoing covenants, representations and warranties (as made and as remade pursuant to Section 10.3 above), and the foregoing indemnity obligation shall survive Closing or the termination of this Agreement, as the case may be, provided that Seller's obligation to indemnify and hold Buyer harmless, as set forth above, with respect to the representations and warranties contained in Section 10.2 above and the covenants contained in Section 10.4.3. above shall extend only to those Hazardous Materials of which Seller is made aware on or prior to the date which is one year following the Date of Closing. SECTION 11 - BUYER'S WARRANTIES AND REPRESENTATIONS. Buyer warrants and represents to Seller that the following statements are now, and will on the Date of Closing be, true and accurate: � A. Bu er has the full ca aci ri ht ower and authori to execute, deliver � Y P tY, 9 • P tY � and perform this Agreement and all documents to be executed by Buyer pursuant ' hereto, and all required actions and approvals therefor have been duly taken and obtained. The individuals signing this Agreement and all other documents !� executed or to be executed pursuant hereto on behalf of Buyer are and shall be I duly authorized to sign the same on Buyer's behalf and to bind Buyer thereto. 18 ::ODMA\PCDOCS\N EWARK�617546\3 February 12,2003