Indemnification by the Purchaser. The Purchaser and each Purchaser Affiliate shall hold harmless and indemnify the Seller Indemnitees from and against, and shall compensate and reimburse each of the Seller Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Seller Indemnitees or to which any of the Seller Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third Party Indemnifiable Claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with:

Indemnification by the Purchaser.Seller. The PurchaserSeller and each PurchaserSeller Affiliate shall hold harmless and indemnify each of the SellerPurchaser Indemnitees from and against, and shall compensate and reimburse each of the SellerPurchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the SellerPurchaser Indemnitees or to which any of the SellerPurchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third Party Indemnifiable Claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with:

Indemnification by the Purchaser. The Purchaser shall indemnify and each Purchaser Affiliate shall hold harmless Seller and indemnify the Sellers shareholders, members, officers, directors, employees, agents, representatives and affiliates (each a Seller IndemniteesIndemnified Party) from and against,against any liabilities, judgments, fines, penalties, consultant's fees and shall compensateexpenses, including, without limitation, reasonable attorneys fees and reimburse eachcosts and fees and costs of investigation (collectively, the Seller Indemnitees for, any Damages that are directly or indirectly suffered or Damages)incurred by any of thea Seller IndemniteesIndemnified Party or tofor which any of thea Seller Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any ThirdIndemnified Party Indemnifiable Claim) and that arise directly or indirectly from orbears responsibility as a direct or indirect result of, or are directly or indirectly connected with:of:

Indemnification by Seller. Subject to the Purchaser. The Purchaserpreceding sentence, Seller covenants and each Purchaser Affiliate shallagrees to indemnify and hold harmless Buyer and indemnifyits officers, members, managers, employees, agents and representatives and the Seller Indemniteesrespective successors and assigns of the foregoing (collectively, “Buyer Indemnified Parties”) from and against,against any and shall compensateall claims, obligations, liabilities, judgments, damages, losses, taxes, costs, attorneys’ fees and reimburse each of the Seller Indemnitees for, any Damages that are directly or indirectly suffered or incurred byexpenses (and all claims with respect to any of the Seller Indemnitees orforegoing) (collectively, “Losses”) to which Buyer Indemnified Parties, or any of the Seller Indemniteesthem, may otherwise become subject atto or which they, or any time (regardless of whetherthem, may suffer or not such Damages relate to any Third Party Indemnifiable Claim) and that ariseincur, directly or indirectlyindirectly, as a result from or as a direct or indirect result of, or are directly or indirectly connectedin connection with:

Indemnification by the Purchaser. TheSeller shall indemnify and hold harmless Purchaser and each Purchaser Affiliate shall hold harmlessthe shareholders, members, officers, directors, employees, agents, representatives and indemnify the Seller Indemniteesaffiliates from and against,against any and shall compensateall claims, actions, causes of action, arbitrations, proceedings, losses, damages, liabilities, judgments, fines, penalties, consultant's fees and reimburse eachexpenses, including, without limitation, reasonable attorneys fees and costs and fees and costs of investigation (collectively, the Seller Indemnitees for, any Damages that are directly or indirectly suffered or Damages)incurred by any of the Seller Indemniteesa Purchaser Indemnified Party or tofor which any of the Seller Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Thirda Purchaser Indemnified Party Indemnifiable Claim) and that arise directly or indirectly from orbears responsibility as a direct or indirect result of, or are directly or indirectly connected with:of:

Indemnification byPurchaser’s Indemnity Obligations. Subject to the Purchaser. Thelimitations set forth in this Article VI and [Section 7.1], Purchaser shall indemnify and each Purchaser Affiliate shall hold harmless Seller and indemnify the Seller IndemniteesSeller’s shareholders, members, officers, directors, employees, agents, representatives and affiliates (each a “Seller Indemnified Party”) from and against,against any and shall compensate and reimburse each of the Seller Indemnitees for, anyall Damages that are directly or indirectly suffered or incurred by any of thea Seller Indemnitees or to which any of the Seller Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any ThirdIndemnified Party Indemnifiable Claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with:of:

Indemnification by the Purchaser. The PurchaserBuyer. Buyer covenants and each Purchaser Affiliate shallagrees to indemnify and hold harmless and indemnify the Seller Indemnitees from and against, and shall compensate and reimburse each of the Seller Indemnitees for,and their respective officers, directors, employees, agents and representatives and the respective successors and assigns of the foregoing (collectively, “Seller Indemnified Parties”) from and against any Damages that areand all Losses to which Seller Indemnified Parties, or any of them, may become subject to or which they, or any of them, may suffer or incur, directly or indirectly suffered or incurred by any of the Seller Indemnitees or to which any of the Seller Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third Party Indemnifiable Claim) and that arise directly or indirectlyindirectly, as a result from or as a direct or indirect result of, or are directly or indirectly connectedin connection with:

Indemnification bySeller hereby agrees to indemnify and defend the Purchaser. The Purchaser and its officers, directors, stockholders, employees, agents, representatives, affiliates, successors and assigns (“Indemnified Parties”) and hold each Purchaser Affiliate shall holdof them harmless and indemnify the Seller Indemnitees from and against,against and shall compensatepay on behalf of or reimburse such party in respect of any damage, liability, demand, claim, action, cause of action, cost, damage, diminution in value, deficiency, tax, penalty, fine or other loss or expense, whether or not arising out of a third party claim, including all interest, penalties, reasonable attorneys’ fees and reimburse each of the Seller Indemnitees for, any Damages that are directly or indirectly sufferedexpenses and all amounts paid or incurred in connection with any action, demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) (“Damages”) against or affecting such Indemnified Party or which, if determined adversely to such Indemnified Party, will give rise to, evidence the existence of, or relate to, any other Damages and the investigation, defense or settlement of any of the Seller Indemniteesforegoing Damages which such Indemnified Party may suffer, sustain or become subject to, as a result of or relating to which anythe transaction contemplated by this Agreement and the operation of the Seller Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third Party Indemnifiable Claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with:Business after the Final payment Date, which Damage is substantially caused by the Indemnifying Party.

Indemnification by the Purchaser. The PurchaserIndemnification. Seller agrees to defend, indemnify and each Purchaser Affiliate shall hold harmless Purchaser, and indemnify the Seller Indemniteesit affiliates and their respective directors, officer, employees, agents, successor and assigns from and against,against any and shall compensateall claims, losses, damages, liabilities, reasonable counsel fees and reimburse each of the Seller Indemnitees for, any Damages that are directly or indirectly suffered orcosts incident thereto incurred by any of the Seller Indemnitees or to which any of the Seller Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third Party Indemnifiable Claim) and that arise directly or indirectly from orasserted against Purchaser as a result of damage to the property of Purchaser or others, or personal injuries to or injuries resulting in the death of any person or persons, including directors, officers, employees and agents of Purchaser relating to the Products; provided, however, Seller shall not have any liability (whether direct or indirect result of,indirect, in contract, tort or otherwise) to Purchaser unless, if contested, such claims, losses, damages, liabilities, counsel fees or costs are determined, in a final judgment by a court of competent jurisdiction (not subject to further appeal), to have resulted primarily and directly from the gross negligence or indirectly connected with:willful misconduct of Seller or its officers, employees or agents.

Indemnification bySubject to the Purchaser. The Purchaserlimitations set forth herein, Seller hereby agree, jointly and each Purchaser Affiliate shallseverally, to indemnify, defend and hold harmless and indemnify the Seller IndemniteesBuyer Indemnified Parties from and against,against and shall compensate andpay on behalf of or reimburse eachany such Buyer Indemnified Party in respect of the Seller Indemnitees for,entirety of any Damages that are directlyLoss which such Buyer Indemnified Party may suffer, sustain or indirectly suffered or incurred by any of the Seller Indemnitees or to which any of the Seller Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third Party Indemnifiable Claim) and that arise directly or indirectly from orto, as a direct or indirect result of, arising out of, relating to or are directly or indirectly connectedin connection with: