Indemnification by Buyer. Subject to the terms and conditions of this Article 8, Buyer will indemnify, defend and hold harmless Seller, its respective Affiliates, and their respective successors and assigns (the “Seller Indemnitees”) from and against the entirety of any Adverse Consequences they may suffer or incur resulting from, arising out of, relating to, in the nature of, or caused by # any breach or inaccuracy of any representation or warranty made by Buyer in Section 2.2, # any breach of any covenant or agreement of Buyer or the Partnership or any of their Affiliates in this Agreement, or # the sale or distribution of any of the Partnership’s products prior to the Closing Date which indemnification shall be to the same extent WACS and the Partnership are obligated to so indemnify the Seller Indemnitees in accordance with the terms of the Partnership Agreement in effect as of the date hereof.

Indemnification by Seller. Subject to the terms and conditions of this Article 8, Seller will indemnify, defend and hold harmless Buyer, the Partnership, each of their respective Affiliates, and their respective successors and assigns (the “Buyer Indemnitees”) from and against the entirety of any Adverse Consequences that any Buyer Indemnitee may suffer or incur resulting from, arising out of, relating to, in the nature of, or caused by # any breach or inaccuracy of any representation or warranty made in Section 2.1 or # any breach of any covenant or agreement of Seller or its Affiliates in this Agreement.

Indemnification by Purchaser. Purchaser shall defend, indemnify and hold the Seller Parties and their Affiliates and their respective directors, officers, shareholders, members and employees (the “Seller Indemnitees”), and each of them, harmless from any Adverse Consequences resulting from or arising out of # any inaccurate representation or warranty made by Purchaser in this Agreement, # any breach or default in the performance of any of the covenants or agreements made by Purchaser in this Agreement, # any claim, action or cause of action or other liability arising out of or resulting from or relating to the Assumed Liabilities, and/or # Purchaser’s ownership and operation of the Seller Business and/or Acquired Assets after the Closing Date solely to the extent that such Adverse Consequences arise and relate to a period after the Effective Time.

From and after the Closing Date, subject to the other provisions of this Article 8, Buyer agrees to indemnify Seller and its officers, directors, employees, agents, attorneys, representatives, assigns and Affiliates (collectively, the “Indemnified Seller Entities”) and to hold each of them harmless from and against, any and all Indemnifiable Losses suffered, paid or incurred by any such Indemnified Seller Entity and caused by any # breach of, inaccuracy in, or the failure to be true and correct of any of the representations and warranties made by Buyer in Article 4, # breach of any of the covenants or agreements of Buyer contained in this Agreement or # Assumed Liability.

Indemnification by Buyer Parties. Except as otherwise limited by this ARTICLE VIII, Buyer Parties shall indemnify, defend and hold harmless each Seller and its Representatives and any assignee or successor thereof (collectively, the “Seller Indemnified Parties”) from and against, and pay or reimburse the Seller Indemnified Parties for, any and all Losses, suffered or incurred by, or imposed upon, any Seller Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: # any inaccuracy in or breach of any representation or warranty made by Buyer or Parent in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by Buyer or Parent hereto in connection with or pursuant to this Agreement; or # any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of Buyer or Parent, or, after the Closing, the Company contained in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by Buyer or Parent hereto in connection with or pursuant to this Agreement.

From and after the Closing, subject to the other provisions of this Article 8, Seller agrees to indemnify Buyer and its officers, directors, employees, agents, attorneys, representatives, assigns and Affiliates (collectively, the “Indemnified Buyer Entities”) and to hold each of them harmless from and against, any and all Indemnifiable Losses suffered, paid or incurred by such Indemnified Buyer Entity and caused by any # breach of, inaccuracy in, or the failure to be true and correct of any of the representations and warranties made by Seller in Article 3 or in any certificate delivered pursuant to this Agreement, # breach of any of the covenants or agreements of Seller contained in this Agreement, # Taxes with respect to the Acquired Assets for any Pre-Closing Period (excluding Transfer Taxes imposed on or with respect to the transactions contemplated by this Agreement), other than any Taxes to the extent the Indemnified Seller Entities are entitled to indemnification from Buyer for such Taxes pursuant to [Section 8.02(a)(ii) or (iv)] Retained Liabilities (excluding Indemnifiable Losses that are the subject of Section 8.01(a)(iii)).

Indemnification of the Seller Indemnified Parties. Buyer agrees to indemnify Seller and their respective Affiliates and each of their respective officers, directors, stockholders, managers, members, partners, employees, Representatives, successors and assigns and hold each of them harmless against any Losses which any of them may suffer, sustain or become subject to, as the result of, arising out of, relating to or in connection with # the breach or inaccuracy by Buyer of any representation or warranty made by Buyer in any Transaction Document (or in any certificate delivered pursuant hereto by Buyer to the Members or the Company with respect thereto) or # the breach, non-compliance or non-performance of any covenant, agreement or obligation of Buyer contained in any Transaction Document. The Buyer shall not indemnify the Seller for a breach of any guarantees the seller may provide in the Modification Agreement.