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harmless any Buyer Indemnified Party under this Article VIII with respect to a misrepresentation <br /> or breach of warranty, covenant or agreement shall terminate when the applicable Survival <br /> Period terminates except for any item as to which any Buyer Indemnified Party has before the <br /> expiration of the applicable Survival Period, previously made a claim by delivering a notice <br /> (stating in reasonable detail the basis of such claim)to the Seller and the Individuals. <br /> 8.2 Indemnification by the Seller and the Individuals. Subject to the other provisions <br /> of this Article VIII, after the Closing the Seller and the Individuals shall,jointly and severally, <br /> indemnify, defend and hold harmless the Buyer and its Affiliates and their respective officers, <br /> directors, principals, attorneys and agents (the `Buyer Indemnified Parties") from and against <br /> any and all costs, losses, liabilities, obligations, damages, deficiencies, and expenses (whether or <br /> not arising out of third party claims), including interest,penalties, reasonable attorneys' fees and <br /> all reasonable amounts paid in investigation, defense or settlement of any of the foregoing, in <br /> each case to the extent available under Law("Damages")incurred as a result of or arising out of <br /> (a) any misrepresentation or breach of warranty made by the Seller or the Individuals in this <br /> Agreement or any of the Transaction Documents; (b) any breach of any covenant or agreement <br /> made by the Seller or the Individuals in this Agreement or any of the Transaction Documents; (c) <br /> any Excluded Assets and the Excluded Liabilities; and (d) the access to or entry onto the <br /> Transferred Real Property by the Seller or the Individuals following the Closing Date. <br /> 8.3 Indemnification by the Buyer. Subject to the other provisions of this Article VIII, <br /> after the Closing the Buyer shall indemnify, defend and hold harmless the Seller and the <br /> Individuals and their Affiliates and Seller's members, managers, attorneys and agents from and <br /> against any and all Damages incurred as a result of or arising out of(a)any misrepresentation or <br /> breach of warranty made by the Buyer in this Agreement or any of the Transaction Documents; <br /> (b) any breach of any covenant or agreement made by the Buyer in this Agreement or any of the <br /> Transaction Documents; (c) the access to, entry onto, use of or testing within the Transferred <br /> Real Property by the Buyer or the Buyer's agents or contractors prior to the Closing Date. <br /> 8.4 Other Rights and Remedies Not Affected. The indemnification rights of the <br /> Parties set forth in this Article VIII are independent of, and in addition to, such rights and <br /> remedies as the Parties may have at Law or in equity or otherwise for any misrepresentation, <br /> breach of warranty or failure to fulfill any covenant, agreement or obligation hereunder on the <br /> part of any Party, including the right to seek specific performance, rescission or restitution, none <br /> of which rights or remedies shall be affected or diminished hereby. <br /> 8.5 Tax Treatment. Any indemnification payments under this Agreement shall be <br /> treated to the extent permitted by Law,for Tax purposes,as adjustments to the Purchase Price. <br /> 8.6 As Is, Where Is. PRIOR TO THE CLOSING, SELLER WILL HAVE LEASED <br /> THE JEMADOJIN MINE TO BUYER AND ALLOWED BUYER TO OPERATE THE <br /> JEMADOJIN MINE AND SELLER WILL ALSO HAVE PROVIDED BUYER WITH TIME <br /> TO CONDUCT ITS DUE DILIGENCE REGARDING THE TRANSFERRED REAL <br /> PROPERTY AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, <br /> AND THIS AGREEMENT IS AN ARMS-LENGTH AGREEMENT BETWEEN THE <br /> PARTIES. THE PURCHASE PRICE WAS BARGAINED ON THE BASIS OF AN "AS IS, <br /> WHERE IS" TRANSACTION AND REFLECTS THE AGREEMENT OF THE PARTIES <br /> 32 <br />