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<br />required to carry out the transactions contemplated by this <br />Agreement or incidental thereto and all related legal matters <br />shall be reasonably satisfactory to and approved by Buyer's <br />counsel, and such counsel shall have been furnished with such <br />certified copies of actions and proceedings and such other <br />instruments and documents as it shall have reasonably requested. <br />ARTICLE 9 <br />Indemnification <br />Section 9.1 Indemnification by Seller. From and after <br />Closing, Seller shall indemnify and hold harmless Buyer, his <br />Affiliates, their respective officers and directors, employees, <br />agents and representatives and any Person claiming by or through <br />any of them, from and against any and all Losses arising out of <br />or resulting from: <br />(i) any representations and warranties of Seller <br />in this Agreement or in any Transaction Document not being true <br />and accurate when made or when required by this Agreement or any <br />Transaction Document to be true and accurate; or <br />(ii) any failure by Seller to perform any oP its <br />covenants, agreements or obligations in this Agreement or in any <br />Transaction Document; or <br />(iii) all liabilities or obligations of or arising <br />out of the activities of Seller and its Affiliates, whether prior <br />or subsequent to Closing, except only liabilities and obligations <br />of the Company relating to, or arising out of its activities <br />during, periods subsequent to Closing. <br />Section 9.2 Indemnification by Buyer. From and after <br />Closing, Buyer shall indemnify and hold harmless Seller, its <br />Affiliates, officers and directors, agents and representatives <br />and any Person claiming by or through any of them, as the case <br />may be, from and against any and all Losses arising out of or <br />resulting from: <br />(i) any representations and warranties of Buyer <br />in this Agreement or in any Transaction Document not being true <br />and accurate when made or when required by this Agreement or any <br />Transaction Document to be true and accurate; or <br />(ii) any failure by Buyer to perform any of its <br />covenants, agreements or obligations in this Agreement or in any <br />Transaction Document; or <br />(iii) all liabilities and obligations of the Company <br />relating to, or arising out of its activities during, periods <br />subsequent to Closing. <br />16 <br />