. Subject to the limitations, conditions and restrictions set forth in this Agreement, the Buyer shall indemnify the Seller and its Affiliates and agents (excluding, after the Closing, the Company) (collectively, the “Seller Indemnified Parties”) and hold each of them harmless from and against any and all Losses of or against the Seller Indemnified Parties to the extent resulting from or arising out of:

. Subject to the limitations, conditions and restrictions set forth in this Agreement, the Buyer shall indemnify the SellerSellers and itstheir Affiliates and agents (excluding, after the Closing, the Company) (collectively, the “Seller Indemnified Parties”) and hold each of them harmless from and against any and all Losses of or against the Seller Indemnified Parties to the extent resulting from or arising out of:

. Subject to the limitations, conditions and restrictions set forth in this Agreement, the BuyerSeller shall indemnify the SellerBuyer and its Affiliates and agents (excluding,(including, after the Closing, the Company) (collectively, the “Seller“Buyer Indemnified Parties”) and hold each of them harmless from and against any and all Losses of or against the SellerBuyer Indemnified Parties to the extent resulting from or arising out of:

. Subject to the limitations, conditions and restrictions set forth in this Agreement, the BuyerSellers shall jointly and severally indemnify the SellerBuyer and its Affiliates and agents (excluding,(including, after the Closing, the Company) (collectively, the “Seller“Buyer Indemnified Parties”) and hold each of them harmless from and against any and all Losses of or against the SellerBuyer Indemnified Parties to the extent resulting from or arising out of:

. Subject to the limitations, conditions and restrictions set forth in this Agreement, from and after the Closing, the Buyer shall indemnify the SellerSellers and itseach of their respective Affiliates and agents (excluding, after the Closing, the Company)Target Companies) and each of their respective Representatives, successors and assigns (collectively, the “Seller“Seller Indemnified Parties”Parties”) and hold each of them harmless from and against any and all Losses of or against the Seller Indemnified Parties to the extent resulting fromfrom, in connection with or arising out of:

. Subject to the limitations, conditions and restrictions set forth in this Agreement, the Buyer shall indemnify the Sellerfrom and its Affiliates and agents (excluding, after the Closing, the Company)Sellers shall, jointly and severally, indemnify the Buyer and its Affiliates (including after the Closing, the Target Companies) and each of their respective Representatives, successors and assigns (which assigns, for the avoidance of doubt, shall in no event include any insurers now existing or hereafter having rights or obligations under the Representation and Warranty Insurance Policy) (collectively, the “Seller“Buyer Indemnified Parties”Parties”) and hold each of them harmless from and against any and all Losses of or against the SellerBuyer Indemnified Parties to the extent resulting fromfrom, in connection with or arising out of:

From and after the Closing, subject to the limitations, conditionslimitations and restrictionsother provisions set forth in this Agreement, the[Article 9], Buyer shall indemnifyindemnify, defend and hold the Seller and itsSellers, their Affiliates and agents (excluding, after the Closing, the Company) (collectively, the “Seller Indemnified Parties”) and hold each of themtheir respective officers, directors, employees, stockholders, agents, attorneys accountants, representatives, successors, and permitted assigns (each, a “Seller Indemnitee” and together, the “Seller Indemnitees”) harmless from andany Loss incurred, suffered by or asserted against any and all Losses of or against thea Seller Indemnified PartiesIndemnitee, to the extent resulting fromdirectly or indirectly arising out of:of or resulting from:

Indemnification by Buyer. Subject to the limitations, conditions and restrictionslimitations set forth in this Agreement,‎ARTICLE VIII, from and after the Closing, Buyer shall indemnify the SellerSeller, its Affiliates, and its Affiliates and agents (excluding, after the Closing, the Company) (collectively, the “Sellertheir Representatives (each, a “Seller Indemnified Parties”Party”) and hold each of them harmless from and against any and all Losses of or against theincurred by such Seller Indemnified PartiesParty, to the extent arising or resulting from or arising out of:any of the following:

From and after the Closing, subject to the limitations, conditionslimitations and restrictionsother provisions set forth in this Agreement, the Buyer[Article 9], each Seller shall indemnify the Sellerindemnify, defend and hold Buyer, its Affiliates and agents (excluding, after(including the Closing, the Company) (collectively, the “Seller Indemnified Parties”)Group Companies) and hold each of themtheir respective officers, directors, employees, stockholders, agents, attorneys accountants, representatives, successors, and permitted assigns (each, a “Buyer Indemnitee” and together, the “Buyer Indemnitees”) harmless from and against any damages, losses, Liabilities, obligations, Taxes, claims of any kind, interest or expenses (including reasonable attorneys’ fees and all Losses ofexpenses) (“Loss”), in each case actually incurred, suffered by or asserted against the Seller Indemnified Partiesa Buyer Indemnitee, to the extent resulting fromdirectly or indirectly arising out of:of or resulting from:

Indemnification by Seller. Seller agrees to the limitations, conditionsindemnify, defend and restrictions set forth in this Agreement, the Buyer shall indemnify the Sellerhold harmless Buyer, and its Affiliatessubsidiaries, parents, affiliates, officers, directors, agents and agents (excluding, after the Closing, the Company)employees (collectively, the “Seller“Buyer Indemnified Parties”Parties”) and hold each of them harmless, from and against any and all claims, demands, causes of action, suits, judgments, debts, liabilities, losses, damages, costs and expenses (including reasonable fees and disbursements of legal counsel) of any kind whatsoever (collectively, “Losses”), whether arising from claims from third parties or Losses ofincurred directly by the Buyer, that may be sustained or againstsuffered by Buyer (or the Sellerother Buyer Indemnified Parties referenced above) to the extent resultingthat the same are caused by or arise from any breach or arising out of:non-performance by Seller of any of its representations, warranties, covenants or other obligations contained in this Agreement. Seller further agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all defects in title that exist in connection with real property owned by the Company and relate to the period prior to Closing, and Seller shall at Seller’s sole expense cure any such defects.