BILLING_2022 - Laserfiche WebLink

Home Browse Search

#3084 BOS USTS, ETC. {3339431.DOCX:} 2 4. Seller’s Indemnity. Seller shall indemnify, defend and hold harmless Buyer (including Buyer’s respective officers, members, partners, employees, agents or representatives) from and against all claims, costs, damages and liabilities, including reasonable attorneys’ fees and expenses, arising or accruing with respect to the Subject Assets prior to the Effective Date, except to the extent otherwise provided in the Purchase Agreement. 5. Buyer’s Indemnity. Buyer shall indemnify, defend and hold harmless Seller (including Seller’s officers, members, partners, employees, agents or representatives) from and against all claims, costs, damages and liabilities, including reasonable attorneys’ fees and expenses, arising or accruing with respect to the Subject Assets from and after the Effective Date, except to the extent otherwise provided in the Purchase Agreement. 6. General Provisions. (a) Third-Party Beneficiaries. Nothing in this Bill of Sale, express or implied, is intended to confer any right or remedy under or by reason of this Bill of Sale on any party other than the Parties and their respective successors and permitted assigns. (b) Governing Law. This Bill of Sale shall be governed and construed in accordance with the Laws of the State of California, excluding any conflicts of law rule or principle that might refer construction of such provisions to the Laws of another jurisdiction. (c) Assignment; Amendment; Waivers. This Bill of Sale shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties. No modification, waiver, amendment, discharge or change of this Bill of Sale shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. (d) Further Assurances. Each of the Parties will use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable, to fulfill its obligations under this Bill of Sale and to consummate and make effective the transactions contemplated hereby. (e) Conflicts. This Bill of Sale is delivered pursuant to the Purchase Agreement and is subject to the provisions thereof. In the event that any provision of this Bill of Sale is construed to conflict with any provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall supersede such conflicting provision and be deemed to control. (f) Counterparts. This Bill of Sale may be executed and delivered in counterparts, all of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to the other Parties. Facsimile or scanned and emailed transmission shall be deemed the same as delivery of an original, shall have the same force and effect as manually signed originals and shall be binding on the Parties hereto. (g) Dispute Resolution. Any controversy, dispute or claim arising out of or relating to this Bill of Sale shall be settled in accordance with the Purchase Agreement. DocuSign Envelope ID: 2AC364D3-ECF2-42AA-B462-AA67F50CF6F3