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Schedule 7.3 conducted with respect to, or any knowledge acquired (or capable of being <br /> Indemnification Procedures accuracy <br /> at any time,whether before or after the Closing Date,with respect to the <br /> accuracy or inaccuracy of of compliance with any such representation,warranty, <br /> Provisions Relating;to Indemnity Claims covenant or obligation. <br /> The following provisions will apply to any claim by a Purchaser Indemnitee for (e) Nothing in this Schedule 7.3 shall affect Seller's ability to dispute in any particulaT <br /> indemnification by the Seller pursuant to section T2 of the Agreement (hereinafter called an situation whether it is required to indemnify Purchaser Indemnitee pursuant to this <br /> "Indemnity Claim"). Agreement, <br /> (a) Promptly after becoming aware of any matter that may give rise to an Indemnity <br /> Claim,the Purchaser Indemnitee will provide to the Seller written notice of the <br /> Indemnity Claim specifying(to the extent that information is available)the factual <br /> basis for the Indemnity Claim and the amount of the Indemnity Claim or,if an <br /> amount is not then determinable,an estimate of the amount of the Indemnity Claim, <br /> if all estimate is feasible in the circumstances. <br /> (b) If an Indemnity Claim relates to an alleged liability to any other person(hereinafter, <br /> in this section,called a"Third Party Liability"),including without limitation any <br /> governmental or regulatoty body or any taxing authority,which is of a nature such <br /> that the Purchaser Indenmitee is required by applicable law to make a payment to <br /> a third party befoi e the relevant procedure for challenging the existence or quantum <br /> of the alleged liability can be implemented or completed, then the Purchaser <br /> Indemnitee may,notwithstanding the provisions of paragraph <br /> (b)of this schedule,make such payment and forthwith demand reimbursement for <br /> such payment from the Seller in accordance with this Agreement;provided that,if <br /> the alleged liability to the third party as finally determined upon completion of <br /> settlement negotiations or related legal proceedings is less than the amount which <br /> is paid by the Seller in respect of the related Indemnity Claim,then the Purchaser <br /> Indemnitee shall forthwith following the final determination pay to the Seller the <br /> amount by which the amount of the liability as finally determined is less than the <br /> amount which is so paid by the Seller. <br /> (c) The Purchaser Indemnitee shall have the right to defend,and be reimbursed for its <br /> reasonable cost and expense,including reasonable attorney fees,in regard to the <br /> Indemnity Claim with counsel selected by the Purchaser Indemnitee by all <br /> appropriate proceedings. In such circumstances, the Purchaser Indemnitee shall <br /> defend any such Indemnity Claim in good faith and have full control of such <br /> defense and proceedings; and the Purchaser Indemnitee may enter into any <br /> compromise or settlement of such Indemnity Claim,without the Seller's consent. <br /> The Seller may participate in,but not control,any defense or settlement controlled <br /> by the Purchaser Indemnitee and the Seller shall bear its own costs and expenses <br /> with respect to such participation. <br /> (d) The right to mderm»fication,reimbursement or other remedy based upon Seller's <br /> representations,warranties,covenants and obligations shall not be affected by any <br /> investigation(including any environmental investigation or assessment) <br /> _34_ _35_ <br /> Exhibit 2 Exhibit 2 <br /> Page 64 of 65 Page 65 of 65 <br />