Seller’s Indemnity Obligations. Subject to the limitations set forth in this [Article VI] and [Section 7.1] and subject to the disclaimer of warranties set forth in [Section 3.9], Seller shall indemnify and hold harmless Purchaser and the Purchaser’s shareholders, members, officers, directors, employees, agents, representatives and affiliates (each a “Purchaser Indemnified Party”) from and against any and all claims, actions, causes of action, arbitrations, proceedings, losses, damages, liabilities, judgments, fines, penalties, consultant's fees and expenses, including, without limitation, reasonable attorneys’ fees and costs and fees and costs of investigation (collectively, the “Damages”), incurred by a Purchaser Indemnified Party or for which a Purchaser Indemnified Party bears responsibility as a result of:

Purchaser’s Indemnity Obligations. Subject to the limitations set forth in this [Article VI] and [Section 7.1] and subject to the disclaimer of warranties set forth in [Section 3.9], SellerPurchaser shall indemnify and hold harmless PurchaserSeller and the Purchaser’Seller’s shareholders, members, officers, directors, employees, agents, representatives and affiliates (each a “Purchaser“Seller Indemnified Party”) from and against any and all claims, actions, causes of action, arbitrations, proceedings, losses, damages, liabilities, judgments, fines, penalties, consultant's fees and expenses, including, without limitation, reasonable attorneys’ fees and costs and fees and costs of investigation (collectively, the “Damages”),Damages incurred by a PurchaserSeller Indemnified Party or for which a Purchaser Indemnified Party bears responsibility as a result of:

Seller shall indemnify and hold harmless Purchaser and the Purchaser’s shareholders, members, officers, directors, employees, agents, representatives and affiliates (each a “Purchaser Indemnified Party”) from and against any and all claims, actions, causes of action, arbitrations, proceedings, losses, damages, liabilities, judgments, fines, penalties, consultant's fees and expenses, including, without limitation, reasonable attorneys’attorneys fees and costs and fees and costs of investigation (collectively, the “Damages”), Damages)incurred by a Purchaser Indemnified Party or for which a Purchaser Indemnified Party bears responsibility as a result of:

Purchaser shall indemnify and hold harmless PurchaserSeller and the Purchaser’sSellers shareholders, members, officers, directors, employees, agents, representatives and affiliates (each a “PurchaserSeller Indemnified Party”)Party) from and against any and all claims, actions, causes of action, arbitrations, proceedings, losses, damages, liabilities, judgments, fines, penalties, consultant's fees and expenses, including, without limitation, reasonable attorneys’attorneys fees and costs and fees and costs of investigation (collectively, the “Damages”), Damages)incurred by a PurchaserSeller Indemnified Party or for which a PurchaserSeller Indemnified Party bears responsibility as a result of:

Indemnification by Seller. Subject to the limitations set forth in this [Article VI]preceding sentence, Seller covenants and [Section 7.1] and subjectagrees to the disclaimer of warranties set forth in [Section 3.9], Seller shall indemnify and hold harmless PurchaserBuyer and its officers, members, managers, employees, agents and representatives and the Purchaser’s shareholders, members, officers, directors, employees, agents, representativesrespective successors and affiliates (each a “Purchaserassigns of the foregoing (collectively, “Buyer Indemnified Party”Parties”) from and against any and all claims, actions, causes of action, arbitrations, proceedings, losses, damages,obligations, liabilities, judgments, fines, penalties, consultant'sdamages, losses, taxes, costs, attorneys’ fees and expenses, including, without limitation, reasonable attorneys’ fees and costs and fees and costsexpenses (and all claims with respect to any of investigationthe foregoing) (collectively, the “Damages”“Losses”), incurred by a Purchaser to which Buyer Indemnified PartyParties, or forany of them, may become subject to or which a Purchaser Indemnified Party bears responsibilitythey, or any of them, may suffer or incur, directly or indirectly, as a result of:from or in connection with: