Indemnification by Seller. Subject to the limitations set forth in this ‎ARTICLE VIII, from and after the Closing, Seller shall indemnify Buyer, its Affiliates, and their Representatives (each, a “Buyer Indemnified Party)” against any and all losses, liabilities, expenses (including reasonable attorneys’ fees and expenses in connection with any third party action, suit or proceeding) and damages (collectively, “Losses”) incurred by such Buyer Indemnified Party, to the extent arising or resulting from any of the following:

Indemnification by Seller.Buyer. Subject to the limitations set forth in this ‎ARTICLE VIII, from and after the Closing, SellerBuyer shall indemnify Buyer,Seller, its Affiliates, and their Representatives (each, a “Buyer“Seller Indemnified Party)”Party”) against any and all losses, liabilities, expenses (including reasonable attorneys’ fees and expenses in connection with any third party action, suit or proceeding) and damages (collectively, “Losses”)Losses incurred by such BuyerSeller Indemnified Party, to the extent arising or resulting from any of the following:

Indemnification by Seller. SubjectSeller agrees to the limitations set forth in this ‎ARTICLE VIII, fromindemnify, defend and afterhold harmless Buyer, and its subsidiaries, parents, affiliates, officers, directors, agents and employees (collectively, the Closing, Seller shall indemnify Buyer, its Affiliates, and their Representatives (each, a “Buyer Indemnified Party)”Parties”), from and against any and all claims, demands, causes of action, suits, judgments, debts, liabilities, losses, liabilities,damages, costs and expenses (including reasonable attorneys’ fees and expensesdisbursements 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 any third party action, suit or proceeding)real property owned by the Company and damages (collectively, “Losses”) incurred by such Buyer Indemnified Party,relate to the extent arising or resulting fromperiod prior to Closing, and Seller shall at Seller’s sole expense cure any of the following:such defects.

Indemnification by Seller.. Subject to the limitationslimitations, conditions and restrictions set forth in this ‎ARTICLE VIII, fromAgreement, the Seller shall indemnify the Buyer and its Affiliates (including, after the Closing, Seller shall indemnify Buyer, its Affiliates,the Company) (collectively, the “Buyer Indemnified Parties”) and their Representatives (each, a “Buyer Indemnified Party)”hold each of them harmless from and against any and all losses, liabilities, expenses (including reasonable attorneys’ fees and expenses in connection with any third party action, suitLosses of or proceeding) and damages (collectively, “Losses”) incurred by suchagainst the Buyer Indemnified Party,Parties to the extent arising or resulting from any of the following:or arising out of:

Indemnification by Seller. SubjectFrom and after the Closing, subject to the limitations and other provisions set forth in this ‎ARTICLE VIII, fromArticle 9, Buyer shall indemnify, defend and afterhold the Closing, Seller shall indemnify Buyer, its Affiliates,Sellers, their Affiliates and each of their Representativesrespective officers, directors, employees, stockholders, agents, attorneys accountants, representatives, successors, and permitted assigns (each, a “Buyer Indemnified Party)”“Seller Indemnitee” and together, the “Seller Indemnitees”) harmless from any Loss incurred, suffered by or asserted against any and all losses, liabilities, expenses (including reasonable attorneys’ fees and expenses in connection with any third party action, suit or proceeding) and damages (collectively, “Losses”) incurred by such Buyer Indemnified Party,a Seller Indemnitee, to the extent directly or indirectly arising out of or resulting from any of the following:from:

Indemnification by Seller. Subject toBuyer Parties. Except as otherwise limited by this ARTICLE VIII, Buyer Parties shall indemnify, defend and hold harmless each Seller and its Representatives and any assignee or successor thereof (collectively, the limitations set forth“Seller Indemnified Parties”) from and against, and pay or reimburse the Seller Indemnified Parties for, any and all Losses, suffered or incurred by, or imposed upon, any Seller Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: # any inaccuracy in or breach of any representation or warranty made by Buyer or Parent in this ‎ARTICLE VIII, fromAgreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by Buyer or Parent hereto in connection with or pursuant to this Agreement; or # any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of Buyer or Parent, or, after the Closing, Seller shall indemnify Buyer, its Affiliates,the Company contained in this Agreement (including all schedules and their Representatives (each, a “Buyer Indemnified Party)” againstexhibits hereto) or any of the certificates and all losses, liabilities, expenses (including reasonable attorneys’ fees and expensesinstruments to be executed or delivered by Buyer or Parent hereto in connection with any third party action, suit or proceeding) and damages (collectively, “Losses”) incurred by such Buyer Indemnified Party,pursuant to the extent arising or resulting from any of the following:this Agreement.

Indemnification by Seller. Subject toCompany. Except as otherwise limited by this ARTICLE VIII, the limitations set forth in this ‎ARTICLE VIII,Company shall indemnify, defend and hold harmless Buyer and its Representatives and any assignee or successor thereof (collectively, the “Buyer Indemnified Parties”) from and after the Closing, Seller shall indemnify Buyer, its Affiliates,against, and their Representatives (each, a “Buyerpay or reimburse Buyer Indemnified Party)” againstParties for, any and all losses, Actions, Orders, liabilities, 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 expensesexpenses), (any of 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 representation or warranty 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 Company hereto in connection with or pursuant to this Agreement; # any third party action, suitnon-fulfillment or proceeding) and damages (collectively, “Losses”) incurredbreach of any unwaived covenant, obligation or agreement made by such Buyer Indemnified Party,or on behalf of a Seller Party or, at or prior to the extent arisingClosing, the Company contained in this Agreement (including all schedules and exhibits hereto) or resulting from any of the following:certificates and instruments to be executed or delivered by the Company hereto in connection with or pursuant to this Agreement; or # any Action by Person(s) who were holders of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities.

Indemnification by Seller. SubjectFrom and after the Closing, subject to the limitations and other provisions set forth in this ‎ARTICLE VIII, from and after the Closing,Article 9, each Seller shall indemnifyindemnify, defend and hold Buyer, its Affiliates,Affiliates (including the Group Companies) and each of their Representativesrespective officers, directors, employees, stockholders, agents, attorneys accountants, representatives, successors, and permitted assigns (each, a “Buyer Indemnified Party)”Indemnitee” and together, the “Buyer Indemnitees”) harmless from and against any and alldamages, losses, liabilities,Liabilities, obligations, Taxes, claims of any kind, interest or expenses (including reasonable attorneys’ fees and expensesexpenses) (“Loss”), in connection with any third party action, suiteach case actually incurred, suffered by or proceeding) and damages (collectively, “Losses”) incurred by suchasserted against a Buyer Indemnified Party,Indemnitee, to the extent directly or indirectly arising out of or resulting from any of the following:from:

Indemnification by Seller. Subject to the limitations set forth in this ‎ARTICLE VIII, fromFrom and after the Closing,Closing Date, subject to the other provisions of this Article 8, Buyer agrees to indemnify Seller shall indemnify Buyer,and its Affiliates,officers, directors, employees, agents, attorneys, representatives, assigns and their Representatives (each, a “Buyer Indemnified Party)” againstAffiliates (collectively, the “Indemnified Seller Entities”) and to hold each of them harmless from and against, any and all losses, liabilities, expenses (including reasonable attorneys’ fees and expenses in connection with any third party action, suitIndemnifiable Losses suffered, paid or proceeding) and damages (collectively, “Losses”) incurred by any such Buyer Indemnified Party,Seller Entity and caused by any # breach of, inaccuracy in, or the failure to the extent arising or resulting frombe true and correct of any of the following:representations and warranties made by Buyer in Article 4, # breach of any of the covenants or agreements of Buyer contained in this Agreement or # Assumed Liability.

Indemnification by Seller.. Subject to the limitationslimitations, conditions and restrictions set forth in this ‎ARTICLE VIII, fromAgreement, the Buyer shall indemnify the Seller and its Affiliates and agents (excluding, after the Closing, Seller shall indemnify Buyer, its Affiliates,the Company) (collectively, the “Seller Indemnified Parties”) and their Representatives (each, a “Buyer Indemnified Party)”hold each of them harmless from and against any and all losses, liabilities, expenses (including reasonable attorneys’ fees and expenses in connection with any third party action, suitLosses of or proceeding) and damages (collectively, “Losses”) incurred by such Buyeragainst the Seller Indemnified Party,Parties to the extent arising or resulting from any of the following:or arising out of: