Indemnification by Purchaser. Subject to the other terms and conditions of this [Article VIII], Purchaser shall indemnify ​ against, and shall hold ​ harmless from and against, any and all Losses incurred or sustained by, or imposed upon, ​ 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 Purchaser.​. Subject to the other terms and conditions of this [Article VIII], Purchaser​ 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 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 AssumedExcluded Asset or any Excluded Liability.

Indemnification by Purchaser.Indemnification. Subject to the survival terms set forth in [Section 8], the Seller, on the one hand, and the Purchaser, on the other termshand, (as applicable, the “Indemnifying Party”) shall indemnify, defend, and conditions of this [Article VIII], Purchaser shall indemnifyhold the other party hereto and its officers, directors, agents, partners (with respect to the Purchaser, including organization" data-ad-field-json='{"name":"Organization A","type":"organization","canGuess":{"name":false,"type":false}}'>​ against,Organization_), members, controlling entities and shall hold ​employees (collectively, “Indemnitees”) harmless from and against,against any liability, claim, cost, loss, judgment, damage or expense (including reasonable attorneys’ fees and all Losses incurredexpenses) that any Indemnitee incurs or sustained by,suffers as a result of, or imposed upon, ​ based upon, arising out of, with respect to or# a material breach by reason of: # any inaccuracy in or breachthe Indemnifying Party of any of the representationsits representations, warranties, covenants or warranties of Purchaser containedagreements in this Agreement;Agreement (other than [Section 8]) or # anya breach or non-fulfillmentby the Indemnifying Party of any covenant, agreementof its representations, warranties, covenants or obligation to be performed by Purchaser pursuant toagreements in [Section 7] of this Agreement; or # any Assumed Liability.Agreement.