Indemnification. The parties hereby agree to indemnify and hold the other party, and each of them, or its assigns, their partners, employees, agents, representatives, assigns, and controlling persons (and other officers, directors, employees, agents, representatives, assigns and controlling persons of each of them) from any and all losses, claims, damages, liabilities, costs, and expenses (and all other actions, suits, proceedings, or claims in respect thereof) and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the cost of investigating, preparing or defending any such action, suit, proceeding, or claim, whether or not in connection with any action, suit, proceeding or claim for which they are a party), as and when incurred, directly or indirectly, caused by, relating to, based upon or arising out of this agreement so long as each party has not committed intentional or willful misconduct, or shall not have acted grossly negligent, in connection with the services which form the basis of the claim for indemnification. The parties further agree that neither party shall incur any liability on a count of this agreement or any acts or omissions arising out of or relating to this agreement except for such parties intentional or willful misconduct. This paragraph shall survive the expiration or termination of this agreement.

Indemnification. The parties hereby agreehereto shall indemnify each other to the extent provided for in this paragraph. Except as a result of an act of gross negligence or willful misconduct on the part of a party hereto, no party shall be liable to another party, or its officers, directors, employees, shareholders or affiliates, for any damages sustained as a result of an act or omission taken or made under this Agreement, nor for any loss or damage arising from the termination of this Agreement, for any cause whatsoever. In those cases where gross negligence or willful misconduct of a party is alleged and proven, the non-damaged party agrees to defend, indemnify and hold the other party,damaged party harmless from and each of them, or its assigns, their partners, employees, agents, representatives, assigns, and controlling persons (and other officers, directors, employees, agents, representatives, assigns and controlling persons of each of them) fromagainst any and all losses, claims, damages, liabilities,reasonable costs, expenses and expenses (and all other actions, suits, proceedings,liabilities suffered or claims in respect thereof) and any legal or other expenses in giving testimony or furnishing documents in response tosustained as a subpoena or otherwise (including, without limitation,result of the costact of investigating, preparing or defending any such action, suit, proceeding, or claim, whether or not in connection with any action, suit, proceeding or claim for which they are a party), as and when incurred, directly or indirectly, caused by, relating to, based upon or arising out of this agreement so long as each party has not committed intentionalgross negligence or willful misconduct, or shall not have acted grossly negligent, in connection with the services which form the basis of the claim for indemnification. The parties further agree that neither party shall incur any liability on a count of this agreement or any acts or omissions arising out of or relating to this agreement except for such parties intentional or willful misconduct. This paragraph shall survive the expiration or termination of this agreement.

Indemnification. The parties hereby agree toEach party hereto shall jointly and severally indemnify and hold harmless the other party,party and each of them, or its assigns,such other party's agents, beneficiaries, affiliates, representatives and their partners, employees, agents, representatives, assigns,respective successors and controlling persons (and other officers, directors, employees, agents, representatives, assigns (collectively, the "Indemnified Persons") from and controlling persons of each of them) fromagainst any and all damages, losses, claims, damages, liabilities, costs,taxes and costs and expenses (and all other actions, suits, proceedings, or claims in respect thereof) and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, attorneys' fees and costs) (collectively, "Losses") resulting directly or indirectly from # any inaccuracy, misrepresentation, breach of warranty or nonfulfillment of any of the costrepresentations and warranties of investigating, preparingsuch party in this Agreement, or defendingany actions, omissions or statements of fact inconsistent with in any material respect any such action, suit, proceeding,representation or claim, whetherwarranty, # any failure by such party to perform or not in connectioncomply with any action, suit, proceedingagreement, covenant or claim for which they are a party), as and when incurred, directly or indirectly, caused by, relating to, based upon or arising out ofobligation in this agreement so long as each party has not committed intentional or willful misconduct, or shall not have acted grossly negligent, in connection with the services which form the basis of the claim for indemnification. The parties further agree that neither party shall incur any liability on a count of this agreement or any acts or omissions arising out of or relating to this agreement except for such parties intentional or willful misconduct. This paragraph shall survive the expiration or termination of this agreement.Agreement.

Section # Indemnification. The partiesTo the fullest extent permitted by law, each party hereto hereby agreeagrees to indemnify and hold harmless the other party, its affiliates, and each of them, or its assigns, their partners, employees, agents, representatives, assigns,respective directors, officers and controlling persons (and other officers, directors, employees, agents, representatives, assignsauthorized agents from and controlling persons of each of them) fromagainst any and all losses, claims, damages, liabilities, costs,expenses and expenses (and all other actions, suits, proceedings, or claims in respect thereof) and any legal or other expenses in giving testimony or furnishing documents in responseliabilities relating to a subpoena or otherwise (including, without limitation, the cost of investigating, preparing or defending any such action, suit, proceeding, or claim, whether or not in connection with any action, suit, proceeding or claim for which they are a party), as and when incurred, directly or indirectly, caused by, relating to, based upon or arising out of any breach of any representation, warranty, covenant or undertaking made by or on behalf of such party in this agreement so long as each party has not committed intentional or willful misconduct, or shall not have acted grossly negligent, in connection with the services which form the basis of the claim for indemnification. The parties further agree that neither party shall incur any liability on a count of this agreement or any acts or omissions arising out of or relating to this agreement except for such parties intentional or willful misconduct. This paragraph shall survive the expiration or termination of this agreement.Agreement.

Indemnification. The parties hereby agree toEach party shall indemnify and hold harmless the other party, its affiliates and each of them, or its assigns, their partners, employees, agents, representatives, assigns, and controlling persons (and otherrespective officers, directors, employees, agents,managers, members, shareholders, employees and other agents and representatives, assignsfrom and controlling persons of each of them) fromagainst any and all losses, claims, liabilities, damages, liabilities, costs, and expenses (and all other actions, suits, proceedings, or claims in respect thereof) and any legaljudgments or other expenses in giving testimonylosses (including reasonable attorneys’ fees) imposed upon or furnishing documents in response to a subpoena or otherwise (including, without limitation, the cost of investigating, preparing or defending any such action, suit, proceeding, or claim, whether or not in connection with any action, suit, proceeding or claim for which they are a party), as and when incurred, directly or indirectly, caused by, relating to, based upon orincurred by them arising out of this agreement so longor as each party has not committed intentionala result of any grossly negligent act or omission or willful misconduct,misconduct by such party, except to the extent that such claims, liabilities, damages, judgments or other losses arise from the bad faith, willful misconduct or gross negligence of the party seeking indemnification hereunder. A Party seeking indemnification (the “Indemnified Party”) from the other Party shall not have acted grossly negligent,give prompt notice to the other Party (the “Indemnifying Party”) of the claim and shall inform the Indemnifying Party of all facts and circumstances related to the claim. The Indemnified Party shall permit the Indemnifying Party to fully control the defense of such claim using counsel of the Indemnifying Party’s choice at the Indemnifying Party’s expense, and shall cooperate fully with the Indemnifying Party and the Indemnifying Party’s selected counsel in connection with the services which form the basisdefense and resolution of the claim for indemnification. The parties further agree that neither party shall incur any liability on a count of this agreement or any acts or omissions arising out of or relating to this agreement except for such parties intentional or willful misconduct. This paragraph shall survive the expiration or termination of this agreement.claim.