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(c) Each party hereby indemnifies, and agrees to defend <br />and hold harmless the other parties, their successors, assigns, <br />and affiliates, from and against any claims, demands, liabilities <br />or losses, (incluidng attorneys fees and costs, if any, incurred <br />by such party in investigating and defending against any such <br />claims) which may be asserted against such other party or its <br />successors, assigns or affiliates based on, arising out of or <br />in connection with any breach of the foregoing representations <br />and warranties by such indemnifying party, or in the case of <br /> <br />paragraph 6(b), its representative. <br /> 7. General Provisions. <br /> <br /> (a) Waivers and Amendments. Neither this Agreement <br />nor any provision hereof may be changed, waived, discharged or <br />terminated orally, but only by a statement in writing signed <br />by the party against which enforcement of the change, waiver, <br />discharge or termination is sought. <br /> <br /> (b) Governing Law. This Agreement shall be governed <br />in all respects by the laws of the State of California. <br /> <br /> (c) Binding Effect. This Agreement and Release shall <br />inure to the benefit of all parties hereto, and their respective <br />predecessors, successors, heirs, executives, administrators, <br />past and present employees, agents, representatives, partners, <br />past, present, and future subsidiaries, affiliates, officers, <br />directors, shareholders, their attorneys and all other acting <br />on their behalf or on behalf of any of them. The covenants and <br />conditions of this Agreement shall run with the land and this <br /> <br /> 8 <br /> <br /> <br />