Indemnification by Seller. Seller agrees to indemnify, defend and hold harmless Buyer, and its subsidiaries, parents, affiliates, officers, directors, agents and employees (collectively, the “Buyer Indemnified Parties”), 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 incurred directly by the Buyer, that may be sustained or suffered by Buyer (or the other Buyer Indemnified Parties referenced above) to the extent that the same are caused by or arise from any breach or 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.

Indemnification by Seller. Subject to the preceding sentence, Seller covenants and agrees to indemnify, defendindemnify and hold harmless Buyer,Buyer and its subsidiaries, parents, affiliates, officers, directors,members, managers, employees, agents and employeesrepresentatives and the respective successors and assigns of the foregoing (collectively, the “Buyer Indemnified Parties”), from and against any and all claims, demands, causes of action, suits,obligations, liabilities, judgments, debts, liabilities,damages, losses, damages, coststaxes, costs, attorneys’ fees and expenses (including reasonable fees and disbursements(and all claims with respect to any of legal counsel) of any kind whatsoeverthe foregoing) (collectively, “Losses”), whether arising from claims from third parties or Losses incurred directly by the Buyer, that may be sustained or suffered by Buyer (or the other to which Buyer Indemnified Parties referenced above) to the extent that the same are caused byParties, or arise from any breach or non-performance by Seller of any of its representations, warranties, covenantsthem, may become subject to or other obligations contained in this Agreement. Seller further agrees to indemnify, defend and hold harmless the Buyer Indemnified Partieswhich they, or any of them, may suffer or incur, directly or indirectly, as a result from and against any and all defects in title that existor 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.with:

Indemnification by Seller. SellerBuyer. Buyer covenants and agrees to indemnify, defendindemnify and hold harmless Buyer,each of the Seller and its subsidiaries, parents, affiliates,their respective officers, directors, employees, agents and employeesrepresentatives and the respective successors and assigns of the foregoing (collectively, the “Buyer“Seller Indemnified Parties”), 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 partiesLosses to which Seller Indemnified Parties, or Losses incurred directly by the Buyer, that may be sustained or suffered by Buyer (or the other Buyer Indemnified Parties referenced above) to the extent that the same are caused by or arise from any breach or non-performance by Seller of any of its representations, warranties, covenantsthem, may become subject to or other obligations contained in this Agreement. Seller further agrees to indemnify, defend and hold harmless the Buyer Indemnified Partieswhich they, or any of them, may suffer or incur, directly or indirectly, as a result from and against any and all defects in title that existor 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.with:

Indemnification by the Seller. The Seller hereby agrees to indemnify, defenddefend, indemnify and hold Buyer harmless Buyer, and its subsidiaries, parents, affiliates, officers, directors, agents and employees (collectively, the “Buyer Indemnified Parties”), from and against any damages, liabilities, losses and all claims, demands, causes of action, suits, judgments, debts, liabilities, losses, damages, costsexpenses, excluding consequential, special, punitive and expenses (includingdiminution in value damages (including, without limitation, reasonable fees and disbursements of legal counsel) of any kind whatsoever (collectively, “Losses”attorneys' fees) (“Loss”), whether arising from claims from third parties or Losses incurred directly by the Buyer, that which may be sustained or suffered by Buyer (or the other Buyer Indemnified Parties referenced above) to the extent that the same are causedarising out of, based upon, or by or arise from anyreason of a breach or non-performance by Seller of any of its representations, warranties, covenantsrepresentation or other obligations containedwarranty, or a failure to perform any agreement or covenant made by the Seller 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.

Indemnification by Seller. Seller agrees to indemnify, defend and hold harmless Buyer, and its subsidiaries, parents, affiliates, officers, directors, agents and employees (collectively, the “Buyer Indemnified Parties”), 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 incurred directly by the Buyer, that may be sustained or suffered by Buyer (or the other Buyer Indemnified Parties referenced above)Subject to the extent that the same are caused by or arise from any breach or non-performance bylimitations set forth herein, Seller of any of its representations, warranties, covenants or other obligations contained in this Agreement. Seller further agreeshereby agree, jointly and severally, to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against and pay on behalf of or reimburse any and all defectssuch Buyer Indemnified Party in title that existrespect of the entirety of any Loss which such Buyer Indemnified Party may suffer, sustain or become subject to, as a result of, arising out of, relating to or 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.with:

Indemnification by Seller. Sellerthe Buyer. The Buyer hereby agrees to indemnify, defenddefend, indemnify and hold harmless Buyer, and its subsidiaries, parents, affiliates, officers, directors, agents and employees (collectively, the “Buyer Indemnified Parties”),Seller 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 incurred directly by the Buyer, thatLoss which may be sustained or suffered by Buyer (or the other Buyer Indemnified Parties referenced above) to the extent that the same are causedSeller arising out of, based upon, or by or arise from anyreason of a breach or non-performance by Seller of any of its representations, warranties, covenantsrepresentation or other obligations containedwarranty, or a failure to perform any agreement or covenant, made by the Buyer in this Agreement. Seller further agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties from and againstAgreement or in any and all defects in title that exist in connection with real property ownedexhibit, schedule, certificate or financial statement delivered hereunder, or arising out of, based upon, or by the Company and relate to the period prior to Closing, and Seller shall at Seller’s sole expense curereason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such defects.breached representations, warranties or covenants.

Indemnification by Seller. Seller agreesthe Sellers. The Sellers hereby agree to indemnify, defenddefend, indemnify and hold Buyer harmless Buyer, and its subsidiaries, parents, affiliates, officers, directors, agents and employees (collectively, the “Buyer Indemnified Parties”), from and against any damages, liabilities, losses and all claims, demands, causes of action, suits, judgments, debts, liabilities, losses, damages, costsexpenses, excluding consequential, special, punitive and expenses (includingdiminution in value damages (including, without limitation, reasonable fees and disbursements of legal counsel) of any kind whatsoever (collectively, “Losses”attorneys' fees) (“Loss”), whether arising from claims from third parties or Losses incurred directly by the Buyer, that which may be sustained or suffered by Buyer (or the other Buyer Indemnified Parties referenced above) to the extent that the same are causedarising out of, based upon, or by or arise from anyreason of a breach or non-performance by Seller of any of its representations, warranties, covenantsrepresentation or other obligations containedwarranty, or a failure to perform any agreement or covenant made by the Sellers 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.

Indemnification by Seller. Sellerthe Buyer. The Buyer hereby agrees to indemnify, defenddefend, indemnify and hold harmless Buyer, and its subsidiaries, parents, affiliates, officers, directors, agents and employees (collectively, the “Buyer Indemnified Parties”),Sellers 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 incurred directly by the Buyer, thatLoss which may be sustained or suffered by Buyer (or the other Buyer Indemnified Parties referenced above) to the extent that the same are causedSellers arising out of, based upon, or by or arise from anyreason of a breach or non-performance by Seller of any of its representations, warranties, covenantsrepresentation or other obligations containedwarranty, or a failure to perform any agreement or covenant, made by the Buyer in this Agreement. Seller further agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties from and againstAgreement or in any and all defects in title that exist in connection with real property ownedexhibit, schedule, certificate or financial statement delivered hereunder, or arising out of, based upon, or by the Company and relate to the period prior to Closing, and Seller shall at Seller’s sole expense curereason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such defects.breached representations, warranties or covenants.

Indemnification by Seller. Seller agrees toCompany. Except as otherwise limited by this ARTICLE VIII, the Company shall indemnify, defend and hold harmless Buyer,Buyer and its subsidiaries, parents, affiliates, officers, directors, agentsRepresentatives and employeesany assignee or successor thereof (collectively, the “Buyer Indemnified Parties”), from and againstagainst, and pay or reimburse Buyer Indemnified Parties for, any and all claims, demands, causes of action, suits, judgments, debts,losses, Actions, Orders, liabilities, losses, damages,damages (including consequential damages), Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and disbursementsexpenses), (any of legal counsel)the foregoing, a “Loss”) suffered or incurred by, or imposed upon, any Buyer Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: # any inaccuracy in or breach of any kind whatsoever (collectively, “Losses”), whether arising from claims from third partiesrepresentation or Losses incurred directlywarranty made by a Seller Party in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by the Buyer, that may be sustainedCompany hereto in connection with or sufferedpursuant to this Agreement; # any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by Buyer (or the other Buyer Indemnified Parties referenced above)or on behalf of a Seller Party or, at or prior to the extent thatClosing, the same are caused by or arise from any breach or non-performance by Seller of any of its representations, warranties, covenants or other obligationsCompany contained in this Agreement. Seller further agreesAgreement (including all schedules and exhibits hereto) or any of the certificates and instruments to indemnify, defend and hold harmlessbe executed or delivered by the Buyer Indemnified Parties from and against any and all defects in title that existCompany hereto in connection with real property ownedor pursuant to this Agreement; or # any Action by Person(s) who were holders of equity securities of the Company and relateCompany, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the period prior to Closing, and Seller shall at Seller’s sole expense cureClosing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such defects.securities.

Indemnification by Seller. Seller agrees toBuyer Parties. Except as otherwise limited by this ARTICLE VIII, Buyer Parties shall indemnify, defend and hold harmless Buyer,each Seller and its subsidiaries, parents, affiliates, officers, directors, agentsRepresentatives and employeesany assignee or successor thereof (collectively, the “Buyer“Seller Indemnified Parties”), from and againstagainst, and pay or reimburse the Seller Indemnified Parties for, any and all claims, demands, causesLosses, suffered or incurred by, or imposed upon, any Seller Indemnified Party arising in whole or in part out of action, suits, judgments, debts, liabilities, losses, damages, costs and expenses (including reasonable fees and disbursements of legal counsel)or resulting directly or indirectly from: # any inaccuracy in or breach of any kind whatsoever (collectively, “Losses”), whether arising from claims from third partiesrepresentation or Losses incurred directly by the Buyer, that may be sustained or sufferedwarranty made by Buyer (oror Parent in this Agreement (including all schedules and exhibits hereto) or any of the othercertificates and instruments to be executed or delivered by Buyer Indemnified Parties referenced above)or Parent hereto in connection with or pursuant to the extent that the same are causedthis Agreement; or # any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or arise from any breachon behalf of Buyer or non-performance by Seller of any of its representations, warranties, covenants or other obligationsParent, or, after the Closing, the Company contained in this Agreement. Seller further agreesAgreement (including all schedules and exhibits hereto) or any of the certificates and instruments to indemnify, defend and hold harmless thebe executed or delivered by Buyer Indemnified Parties from and against any and all defects in title that existor Parent hereto in connection with real property owned by the Company and relateor pursuant to the period prior to Closing, and Seller shall at Seller’s sole expense cure any such defects.this Agreement.