AG 1999 06 21 - Laserfiche WebLink

Home Browse Search

3.3 Survival of Representations and Warranties. The representations, warranties, covenants and agreements given or made by the parties hereto which are contained in this Agreement shall survive the Closing and any investigation or inquiry made by or on behalf of City. ARTICLE IV ADMINISTRATION 4.1 The parties acknowledge that the administrative covenants and representations contained in Attachment "A" are incorporated herein by reference as part of this Agreement. ARTICLE V INDEMNIFICATION 5.1 Indemnification by Winecoff. Winecoffagrees to defend, indemnify and hold City and its officers and employees harmless against any and all damage, liability, loss, cost, expense, penalty or deficiency, including, without limitation, reasonable attorneys' fees and other costs and expenses incident to investigation and defense of any such matter (hereinafter referred to collectively as "Damages") to which City or any of its officers or employees may become subject by virtue of a third party claim within five years after the execution of this Agreement insofar as such Damages arise out of or are based upon any misrepresentation or breach of warranty herein or the failure to fulfill any covenant or agreement on the part of Winecoff under or in connection with this Agreement. 5.2 Indemnification by City. City agrees to defend, indemnify and hold Winecoff and its officers and employees harmless against any and ali Damages to which Winecoff or any of its officers or employees may .become subject by virtue of a third party claim within five years after the execution of this Agreement insofar as such Damages arise out of or are based upon any misrepresentation or breach of warranty herein or the failure to fulfill any covenant or agreement on the part of City under or in connection with this Agreement. ARTICLE VI FURTHER AGREEMENTS 6.1 Breach. In the event City or Winecoff ("Non-defaulting Party") brings an action or suit against the other Party hereto ("Defaulting Party") by reason of the breach of any of the covenants, conditions, agreements or provisions set forth in this Agreement, the Non-defaulting Party shall be entitled to recover from such Defaulting party all costs and expenses of such action or suit, including reasonable attorney's fees. Moreover, the Non-defaulting Party may, without limiting other remedies and claims available to it, apply any payments required to be made after the Closing Date under this Agreement toward the satisfaction of its damages