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8.A. - Page 48 <br /> If Indemnifying Party refuses or fails to undertake or diligently prosecute such defense on <br /> behalf of Indemnified Party, Indemnified Party will have the right to provide its own <br /> defense, and Indemnifying Party will reimburse Indemnified Party for such expenditures, <br /> including reasonable attorney's fees and costs. Indemnifying Party's obligations under <br /> this section shall exist regardless of concurrent negligence or willful misconduct on the <br /> part of Indemnified Party or any other person, except as may arise solely from the <br /> negligence or solely from the willful misconduct of the Indemnified Party, its officers, <br /> employees or agents, and shall apply without limitation to claims and litigation arising <br /> under the Americans with Disabilities Act, inverse condemnation, or any other statutory <br /> or legal theory. All obligations under this section are intended to apply to the fullest <br /> extent permitted by law and shall survive the expiration or sooner termination of this <br /> Agreement. <br /> To the extent that a portion of Seller's services under this Agreement are design <br /> professional services subject to Civil Code Section 2782.8, and to the extent that a <br /> particular claim or litigation arises from such design professional services, Seller's <br /> obligations under this Section shall be subject to any applicable limitations mandated by <br /> Civil Code Section 2782.8. <br /> Seller shall, at its own expense, indemnify, defend,settle, and hold harmless the Buyer <br /> and its agencies against any claim or potential claim that any service,technology or good <br /> provided by Seller to Buyer under this Agreement, or Buyer's use thereof, infringes any <br /> patent, trademark, copyright or other intellectual property rights, including trade secret <br /> rights. Seller shall pay all costs, damages and attorneys' fees that a court awards against <br /> Buyer as a result of any such claim. <br /> ARTICLE 11: REPRESENTATIONS, WARRANTIES AND COVENANTS <br /> 11.1 Seller's Representations, Warranties and Covenants <br /> (a) Seller represents, warrants, and covenants to the Buyer that as of the date of the <br /> execution of this Agreement: <br /> (b) Seller is duly organized and validly existing as a California limited liability company, <br /> and has the lawful power to engage in the business it presently conducts and <br /> contemplates conducting in this Agreement and Seller is duly qualified in each <br /> jurisdiction wherein the nature of the business transacted by it makes such <br /> qualification necessary; <br /> (c) Seller has the legal power and authority to make and carry out this Agreement and to <br /> perform its obligations hereunder; all such actions have been duly authorized by all <br /> necessary proceedings on its part; <br /> ATTY/AGR/2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC <br /> REV:01-21-15 MLG <br /> Page 40 of 55 <br />