Each Rights Holder will indemnify, defend and hold harmless , its affiliates, and its and their respective officers, directors, employees and agents (collectively, the Indemnitees) against any third party claims, including reasonable attorneys fees for defending those claims, to the extent such claims arise out of or relate to # such Rights Holders negligence or willful misconduct; or # such Rights Holders breach of this Agreement including any representation or warranty hereunder.
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