Indemnification. The Seller (an “Indemnifying Party”) agrees to defend and hold harmless the Purchaser, its managers, partners, directors, officers, members, employees, attorneys, accountants, agents and representatives, and its heirs, successors, and permitted assigns (each an “Indemnified Party”) from and against all liabilities, losses, and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) (“Losses”) based upon or arising out of, or otherwise in connection with # any material inaccuracy or breach of any representation and warranty of such Indemnifying Party, or # any material breach of any covenant and agreement of such Indemnifying Party.

Indemnification by Seller. Subject to the preceding sentence, Seller covenants and agrees to indemnify and hold harmless Buyer and its officers, members, managers, employees, agents and representatives and the respective successors and assigns of the foregoing (collectively, “Buyer Indemnified Parties”) from and against any and all claims, obligations, liabilities, judgments, damages, losses, taxes, costs, attorneys’ fees and expenses (and all claims with respect to any of the foregoing) (collectively, “Losses”) to which Buyer Indemnified Parties, or any of them, may become subject to or which they, or any of them, may suffer or incur, directly or indirectly, as a result from or in connection with:

Indemnification. Subject to the survival terms set forth in Section 8, the Seller, on the one hand, and the Purchaser, on the other hand, (as applicable, the “Indemnifying Party”) shall indemnify, defend, and hold the other party hereto and its officers, directors, agents, partners (with respect to the Purchaser, including [[Organization A:Organization]]), members, controlling entities and employees (collectively, “Indemnitees”) harmless from and against any liability, claim, cost, loss, judgment, damage or expense (including reasonable attorneys’ fees and expenses) that any Indemnitee incurs or suffers as a result of, or arising out of, # a material breach by the Indemnifying Party of any of its representations, warranties, covenants or agreements in this Agreement (other than Section 8) or # a breach by the Indemnifying Party of any of its representations, warranties, covenants or agreements in Section 7 of this Agreement.

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. Seller agrees to defend, indemnify and hold harmless Purchaser, and it affiliates and their respective directors, officer, employees, agents, successor and assigns from and against any and all claims, losses, damages, liabilities, reasonable counsel fees and costs incident thereto incurred by or asserted against Purchaser as a result of damage to the property of Purchaser or others, or personal injuries to or injuries resulting in the death of any person or persons, including directors, officers, employees and agents of Purchaser relating to the Products; provided, however, Seller shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to Purchaser unless, if contested, such claims, losses, damages, liabilities, counsel fees or costs are determined, in a final judgment by a court of competent jurisdiction (not subject to further appeal), to have resulted primarily and directly from the gross negligence or willful misconduct of Seller or its officers, employees or agents.

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.

Indemnification by Buyer. Buyer covenants and agrees to indemnify and hold harmless each of the Seller and their respective officers, directors, employees, agents and representatives and the respective successors and assigns of the foregoing (collectively, “Seller Indemnified Parties”) from and against any and all Losses to which Seller Indemnified Parties, or any of them, may become subject to or which they, or any of them, may suffer or incur, directly or indirectly, as a result from or in connection with:

Indemnification by the Seller. The Seller hereby agrees to defend, indemnify and hold Buyer harmless from and against any damages, liabilities, losses and expenses, excluding consequential, special, punitive and diminution in value damages (including, without limitation, reasonable attorneys' fees) (“Loss”) which may be sustained or suffered by Buyer arising out of, based upon, or by reason of a breach of any representation or warranty, or a failure to perform any agreement or covenant made by the Seller in this Agreement.

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.

Indemnification by Sellers. Sellers, jointly and severally will indemnify, defend, and hold harmless, to the full extent of the law, ​ and its officers, directors, employees and shareholders from, against, and in respect of any and all losses asserted against, relating to, imposed upon, or incurred by ​ and its officers, directors, employees or shareholders by reason of, resulting from, based upon or arising out of the breach by any of Sellers of any representation or warranty of Sellers contained in or made pursuant to this Agreement, or any document or any certificate or other instrument delivered pursuant to this Agreement.