Agenda 04/27/1999 - Laserfiche WebLink

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Fund; and in connection therewith, to indemnify the Escrow Agent to the extent I permitted by law against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim. The Escrow Agent shall be vested with a lien on all property deposited hereunder, for indemnification, for reasonable attorneys' fees, court costs, for any suit, interpleader or otherwise, or any other expense, fees or charges of any character or nature, which may be incurred by the Escrow Agent by reason of disputes arising between the Lessor and the Lessee as to the correct interpretation of this Agreement and instructions given to the Escrow Agent hereunder, or otherwise, to the extent permitted by law, with the right of the Escrow Agent, regardless of the instructions aforesaid, to hold the said property until .and unless said additional expenses, fees and charges shall be fully paid. Discretion of the Escrow Agent to File Civil Action in the Event of Dispute. If the Lessor or the Lessee shall be in disagreement about the interpretation of the escrow provisions of this Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Escrow Agent shall be indemnified for all costs, to the extent permitted by law, including reasonable attorneys' fees, in connection with such civil action, and shall be fully protected in suspending all or part of its activities with respect to this Escrow Fund until a final judgment in such action is received. Consultation with Counsel. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of facts or errors of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct. 6. RESPONSIBILITIES OF LESSEE Care and Use. The Lessee shall use the Equipment in a careful and proper manner, in compliance with all applicable laws and regulations, and at its sole cost and expense, service, repair and maintain the Equipment so as to keep the Equipment in good condition, repair, appearance and working order for the purposes intended, ordinary wear and tear excepted, and shall replace any part of the Equipment as may from time to time become worn out, lost, stolen, destroyed or damaged or is unfit for use. Any and all additions to or replacements of the Equipment and all parts thereof shall constitute accessions to the Equipment and shall be subject to all the terms and conditions of this Agreement and included in the term "Equipment" as used in this Agreement. The Lessee shall enter into or cause to be entered into, and maintained in full force and effect during the term of this Agreement, standard maintenance contracts satisfactory to the Lessor covering the Equipment and shall comply with all its obligations thereunder or may undertake maintenance of the Equipment by its employees in lieu of such a maintenance agreement. Upon the early termination of this Agreement pursuant to Sections 13 or 14, the Lessee shall permit the Lessor to remove the Equipment from the premises in the