#​ and the ​ shall indemnify, defend and hold Seller Indemnified Parties harmless from and against any and all Damages incurred or suffered by any of them relating to or arising out of any Action or other legal proceeding made or brought by any Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement or a Representative of the foregoing (each, a “Third Party Claim”) in connection with or relating to # ​’s or the ​’s breach of any of its obligations under this Agreement, # ​’s or the ​’s gross negligence, intentional misconduct or fraud, or # arising from or in connection with the Transition Services, except in each case to the extent such Damages arise out of a Third Party Claim for which ​ Indemnified Parties are entitled to indemnity under Section 3.1(b).

Seller shall indemnify, defend and hold ​ Indemnified Parties harmless from and against any and all Damages incurred or suffered by any of them relating to or arising out of any Third Party Claim in connection with or relating to # Seller’s breach of any of its obligations under this Agreement or # Seller’s gross negligence, intentional misconduct or fraud, except in each case to the extent such Damages arise out of a Third Party Claim for which Seller Indemnified Parties is entitled to indemnity under Section 3.1(a).