Indemnification by Purchaser. Subject to the other terms and conditions of this Article VIII, Purchaser shall indemnify [[Organization A:Organization]] against, and shall hold [[Organization A:Organization]] harmless from and against, any and all Losses incurred or sustained by, or imposed upon, [[Organization A:Organization]] based upon, arising out of, with respect to or by reason of: # any inaccuracy in or breach of any of the representations or warranties of Purchaser contained in this Agreement; # any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Purchaser pursuant to this Agreement; or # any Assumed Liability.

Indemnification by [[Organization A:Organization]]. Subject to the other terms and conditions of this Article VIII, [[Organization A:Organization]] shall indemnify Purchaser against, and shall hold Purchaser harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Purchaser based upon, arising out of, with respect to or by reason of: # any inaccuracy in or breach of any of the representations or warranties of [[Organization A:Organization]] contained in this Agreement; # any breach or non-fulfillment of any covenant, agreement or obligation to be performed by [[Organization A:Organization]] pursuant to this Agreement; or # any Excluded Asset or any Excluded Liability.

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.