AG 2009 06 15 - Laserfiche WebLink

Home Browse Search

expenses (including, but not limited to, reasonable attorneys fees, court costs and costs of settlement) which directly or indirectly results from or arises out of any errors, omissions, negligent acts or breach by Provider of any of its representations, warranties, covenants or obligations in this Agreement. 25. County agrees to defend, indemnify and hold harmless Provider from against any and all losses, judgments, claims, demands, liabilities, damages, costs and expenses (including, but not limited to, reasonable attorneys fees, court costs and costs of settlement) which directly results from or arises out of any breach by County of any of its representations, warranties, covenants or obligations in the Agreement or its acts or omissions in carrying out this agreement. 26. Each party shall give the other notice in writing by registered mail of the existence of any such action, claim or demand giving rise to a claim for indemnity under this Agreement within thirty (30) days of receipt of such written assertion of a claim or liability; provided, however, the failure to give such notice shall affect the indemnitor's obligations hereunder only to the extent the indemnitor is materially prejudiced by such failure. The indemnitor shall not, without the prior written consent of the indemnitee, settle or compromise any claim or consent to the entry of any judgment without the consent of the other party. All indemnifications made by the parties shall survive the termination of the Agreement. 27. Each party agrees to use its commercially reasonable best efforts to cooperate in the investigation, mitigation, defense and settlement of any third-party claim; to permit the cooperation and participation of the other parties in any such claim or action; and to promptly notify the other parties of the occurrence of any indemnified event or material developments or amounts due respecting any indemnified event. 28. In the event any party to this Agreement, in consultation with counsel, develops a good faith concern that any provision of the Agreement or any activity of any other party is in violation of any applicable federal, state or local laws or any regulation, order or policy issued under any such laws, including, but not limited to, Medicare and Medicaid or HIPAA, such party shall immediately notify the other parties, in writing, of such concern and the specific activities given rise to such concern and the reasons therefore. If an agreement on a method for resolving such concern is not reached within (30) days of such written notice, the activities described in the notice will cease or be appropriately altered until the concern is resolved. If the parties cannot agree on a method of resolving the concern, the Agreement may be terminated. 29. This agreement shall be interpreted according to the laws of the State of North Carolina. 30. All notices which may be required by this Agreement or any rule of law shall be effective when received by certified mail sent to the following addresses: F-8