Indemnification By Buyer. Subject to the other terms and conditions of this Article 10, Buyer shall indemnify and defend Seller against, and shall hold it harmless from and against, and shall pay and reimburse it, any and all Losses incurred by Seller arising directly out of or relating to:

Buyer Indemnification. Buyer shall be responsible for use of the Products in the Buyer’s finished consumer packaged goods (“Buyer’s Products”). Buyer shall indemnify and hold harmless Supplier from and against any actual incurred Liability, including reasonable attorneys' fees and disbursements, arising out of any third-party claim for death, injury or damage to property resulting from sale or use of the Buyer’s Products.

By Buyer. Buyer represents and warrants to Seller as of the Original Effective Date that:

By Buyer. Buyer represents and warrants to Seller as of the Effective Date that:

By Buyer. To the fullest extent permitted by Law, Buyer will indemnify, defend and hold harmless each Holder, the officers, directors, agents and employees of each of them, each Person who controls any Holder within the meaning of the Securities Act or the Exchange Act, and the officers, directors, agents and employees of each such controlling Person, against any losses, claims, damages, or liabilities (joint or several), including any reasonable attorneys’ fees and other expenses reasonably incurred in connection with investigating or defending any such loss, claim damage liability or action, as incurred, to which such Holder may become subject under the Securities Act, the Exchange Act, other U.S. federal or state Law or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”):

By Buyer. Buyer represents and warrants to Seller as of the Effective Date that:

Deliveries by the Buyer. At the Closing, the Buyer shall deliver, or cause to be delivered, to the Sellers the following items:

With respect to the matters described in Section 6.2(a), Buyer will have no liability with respect to such matters until Seller Indemnitees have suffered Adverse Consequences by reason of all such breaches in excess of the Threshold, after which point Buyer shall be obligated to indemnify Seller Indemnitees from and against all Adverse Consequences from dollar

Limitations on Indemnification by Buyer. Notwithstanding anything contained in Section 8.2, the indemnification obligations of Buyer are subject to the following limitations:

From and after the Closing, and irrespective of any disclosures in the Disclosure Schedules, the Seller, on a joint and several basis, shall indemnify and hold harmless Buyer and its Affiliates and each of their respective stockholders, directors, officers, employees and agents (collectively, the “Buyer Indemnitees”) from: