The Buyer shall indemnify and hold the Shareholders harmless from any and all Damages resulting from # any breach of any representation or warranty made by the Buyer in this Agreement or in any Transaction Document and # any breach by the Buyer of any covenant, agreement or obligation of the Buyer contained in this Agreement or any Transaction Document.

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.