Indemnification. Each of the Manager and ​ (as the case may be, an “Indemnitor”) shall indemnify, defend, protect and hold harmless the other (as the case may be an “Indemnitee”) and the Indemnitee’s respective shareholders, directors, officers, partners, employees, contractors, insurers, attorneys, advisors, agents, representatives, successors and assigns, as applicable (the “Indemnitee Parties”), from and against any and all claims, liabilities, demands, lawsuits, litigation, losses, damages (including consequential damages and penalties), fees, costs and expenses (including attorneys’ fees), obligations, liens, executions, fines, awards, defenses and causes of action of every and whatever type, kind or nature (collectively, “Claims”) to the extent asserted against an Indemnitee Party or the Company by a third party, that relate to or arise out of or in connection with: # a breach by an Indemnitor of its representations, warranties, covenants or agreements set forth in this Agreement; # an Indemnitor’s gross negligence or willful misconduct in connection with the acts or undertakings contemplated by or in furtherance of this Agreement, to the extent such Claims do not arise out of the gross negligence or willful misconduct of an Indemnitee; or # an Indemnitor’s failure to comply with applicable law in connection with the acts or undertakings contemplated by or in furtherance of this Agreement, to the extent such Claims do not arise out of the gross negligence or willful misconduct of an Indemnitee, provided, further, that to the extent Manager is the Indemnitor, Manager will not be obligated to indemnify the Company with respect to any Claim, and Manager will not be obligated to indemnify ​, or their other Indemnitee Parties from or against any Claim that has accrued on or prior to the date of the commencement of this Agreement, including, without limitation, any Claim arising from any acts or omissions, or facts or occurrences prior to the Effective Date. This Section 10 shall survive any termination of this Agreement.