Indemnification. The Seller (an “Indemnifying Party”) agrees to defend and hold harmless the Purchaser, its managers, partners, directors, officers, members, employees, attorneys, accountants, agents and representatives, and its heirs, successors, and permitted assigns (each an “Indemnified Party”) from and against all liabilities, losses, and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) (“Losses”) based upon or arising out of, or otherwise in connection with # any material inaccuracy or breach of any representation and warranty of such Indemnifying Party, or # any material breach of any covenant and agreement of such Indemnifying Party.

Indemnification. TheIndemnification by Seller. Subject to the preceding sentence, Seller (an “Indemnifying Party”)covenants and agrees to defendindemnify and hold harmless the Purchaser,Buyer and its managers, partners, directors, officers, members, managers, employees, attorneys, accountants, agents and representatives,representatives and its heirs, successors,the respective successors and permitted assigns (each an “Indemnified Party”of the foregoing (collectively, “Buyer Indemnified Parties”) from and against any and all claims, obligations, liabilities, judgments, damages, losses, and damages, together with all reasonable and documented out-of-pocket coststaxes, costs, attorneys’ fees and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) (“Losses”(and all claims with respect to any of the foregoing) (collectively, “Losses”) based uponto which Buyer Indemnified Parties, or arising out of,any of them, may become subject to or otherwisewhich they, or any of them, may suffer or incur, directly or indirectly, as a result from or in connection with # any material inaccuracy or breach of any representation and warranty of such Indemnifying Party, or # any material breach of any covenant and agreement of such Indemnifying Party. with:

Indemnification. The Seller (anSubject to the survival terms set forth in Section 8, the Seller, on the one hand, and the Purchaser, on the other hand, (as applicable, the “Indemnifying Party”) agrees to defendshall indemnify, defend, and hold harmlessthe other party hereto and its officers, directors, agents, partners (with respect to the Purchaser, its managers, partners, directors, officers,including [[Organization A:Organization]]), members, employees, attorneys, accountants, agentscontrolling entities and representatives, and its heirs, successors, and permitted assigns (each an “Indemnified Party”employees (collectively, “Indemnitees”) harmless from and against all liabilities, losses, and damages, together with allany liability, claim, cost, loss, judgment, damage or expense (including reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accountingattorneys’ fees and expenses) (“Losses”) based uponthat any Indemnitee incurs or suffers as a result of, or arising out of, or otherwise in connection with # anya material inaccuracy or breach by the Indemnifying Party of any representation and warranty of such Indemnifying Party,its representations, warranties, covenants or agreements in this Agreement (other than Section 8) or # any materiala breach by the Indemnifying Party of any covenant and agreement of such Indemnifying Party.its representations, warranties, covenants or agreements in Section 7 of this Agreement.

Indemnification. TheIndemnification by Seller. Seller (an “Indemnifying Party”) agrees to indemnify, defend and hold harmless Buyer, and its subsidiaries, parents, affiliates, officers, directors, agents and employees (collectively, the “Buyer Indemnified Parties”), from and against any and all claims, demands, causes of action, suits, judgments, debts, liabilities, losses, damages, costs and expenses (including reasonable fees and disbursements of legal counsel) of any kind whatsoever (collectively, “Losses”), whether arising from claims from third parties or Losses incurred directly by the Buyer, that may be sustained or suffered by Buyer (or the other Buyer Indemnified Parties referenced above) to the extent that the same are caused by or arise from any breach or non-performance by Seller of any of its representations, warranties, covenants or other obligations contained in this Agreement. Seller further agrees to indemnify, defend and hold harmless the Purchaser, its managers, partners, directors, officers, members, employees, attorneys, accountants, agents and representatives, and its heirs, successors, and permitted assigns (each an “Indemnified Party”)Buyer Indemnified Parties from and against any and all liabilities, losses, and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) (“Losses”) based upon or arising out of, or otherwisedefects in title that exist in connection with #real property owned by the Company and relate to the period prior to Closing, and Seller shall at Seller’s sole expense cure any material inaccuracy or breach of any representation and warranty of such Indemnifying Party, or # any material breach of any covenant and agreement of such Indemnifying Party. defects.

Indemnification. The Seller (an “Indemnifying Party”) agrees to defenddefend, indemnify and hold harmless the Purchaser, its managers, partners,and it affiliates and their respective directors, officers, members,officer, employees, attorneys, accountants, agentsagents, successor and representatives, and its heirs, successors, and permitted assigns (each an “Indemnified Party”) from and against any and all claims, losses, damages, liabilities, losses, and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accountingcounsel fees and expenses) (“Losses”) based uponcosts incident thereto incurred by or arising out of,asserted against Purchaser as a result of damage to the property of Purchaser or otherwiseothers, or personal injuries to or injuries resulting in connection with # any material inaccuracy or breachthe death of any representationperson or persons, including directors, officers, employees and warrantyagents of Purchaser relating to the Products; provided, however, Seller shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to Purchaser unless, if contested, such Indemnifying Party,claims, losses, damages, liabilities, counsel fees or # any material breachcosts are determined, in a final judgment by a court of any covenantcompetent jurisdiction (not subject to further appeal), to have resulted primarily and agreementdirectly from the gross negligence or willful misconduct of such Indemnifying Party. Seller or its officers, employees or agents.

Indemnification. The Seller (an “Indemnifying Party”) agrees to defendIndemnification by Purchaser. Purchaser shall defend, indemnify and hold harmless the Purchaser, its managers, partners,Seller Parties and their Affiliates and their respective directors, officers, members, employees, attorneys, accountants, agentsshareholders, members and representatives,employees (the “Seller Indemnitees”), and its heirs, successors, and permitted assigns (each an “Indemnified Party”)each of them, harmless from and against all liabilities, losses, and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) (“Losses”) based uponany Adverse Consequences resulting from or arising out of, or otherwise in connection withof # any material inaccuracyinaccurate representation or warranty made by Purchaser in this Agreement, # any breach or default in the performance of any representation and warranty of such Indemnifying Party, the covenants or agreements made by Purchaser in this Agreement, # any claim, action or cause of action or other liability arising out of or resulting from or relating to the Assumed Liabilities, and/or # any material breachPurchaser’s ownership and operation of any covenantthe Seller Business and/or Acquired Assets after the Closing Date solely to the extent that such Adverse Consequences arise and agreement of such Indemnifying Party.relate to a period after the Effective Time.

Indemnification. The Seller (an “Indemnifying Party”)Indemnification by Buyer. Buyer covenants and agrees to defendindemnify and hold harmless each of the Purchaser, its managers, partners,Seller and their respective officers, directors, officers, members, employees, attorneys, accountants, agents and representatives,representatives and its heirs, successors,the respective successors and permitted assigns (each an “Indemnified Party”of the foregoing (collectively, “Seller Indemnified Parties”) from and against any and all liabilities, losses, and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) (“Losses”) based uponLosses to which Seller Indemnified Parties, or arising out of,any of them, may become subject to or otherwisewhich they, or any of them, may suffer or incur, directly or indirectly, as a result from or in connection with # any material inaccuracy or breach of any representation and warranty of such Indemnifying Party, or # any material breach of any covenant and agreement of such Indemnifying Party. with:

Indemnification.Indemnification by the Seller. The Seller (an “Indemnifying Party”)hereby agrees to defenddefend, indemnify and hold Buyer harmless the Purchaser, its managers, partners, directors, officers, members, employees, attorneys, accountants, agents and representatives, and its heirs, successors, and permitted assigns (each an “Indemnified Party”) from and against allany damages, liabilities, losses,losses and damages, together with all reasonableexpenses, excluding consequential, special, punitive and documented out-of-pocket costs and expenses related theretodiminution in value damages (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) (“Losses”attorneys' fees) (“Loss”) based uponwhich may be sustained or suffered by Buyer arising out of, based upon, or otherwise in connection with # any material inaccuracy orby reason of a breach of any representation and warranty of such Indemnifying Party, or #warranty, or a failure to perform any material breach of anyagreement or covenant and agreement of such Indemnifying Party. made by the Seller in this Agreement.

Indemnification. TheIndemnification of the Seller (an “Indemnifying Party”)Indemnified Parties. Buyer agrees to defendindemnify Seller and their respective Affiliates and each of their respective officers, directors, stockholders, managers, members, partners, employees, Representatives, successors and assigns and hold each of them harmless against any Losses which any of them may suffer, sustain or become subject to, as the Purchaser, its managers, partners, directors, officers, members, employees, attorneys, accountants, agents and representatives, and its heirs, successors, and permitted assigns (each an “Indemnified Party”) from and against all liabilities, losses, and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) (“Losses”) based upon orresult of, arising out of, relating to or otherwise in connection with # the breach or inaccuracy by Buyer of any material inaccuracyrepresentation or warranty made by Buyer in any Transaction Document (or in any certificate delivered pursuant hereto by Buyer to the Members or the Company with respect thereto) or # the breach, non-compliance or non-performance of any covenant, agreement or obligation of Buyer contained in any Transaction Document. The Buyer shall not indemnify the Seller for a breach of any representation and warranty of such Indemnifying Party, or # any material breach of any covenant and agreement of such Indemnifying Party. guarantees the seller may provide in the Modification Agreement.

Indemnification. The Seller (an “Indemnifying Party”) agrees to defendIndemnification by Sellers. Sellers, jointly and severally will indemnify, defend, and hold harmlessharmless, to the Purchaser, its managers, partners, directors, officers, members, employees, attorneys, accountants, agents and representatives,full extent of the law, ​ and its heirs, successors,officers, directors, employees and permitted assigns (each an “Indemnified Party”) fromshareholders from, against, and againstin respect of any and all liabilities, losses,losses asserted against, relating to, imposed upon, or incurred by ​ and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) (“Losses”)its officers, directors, employees or shareholders by reason of, resulting from, based upon or arising out of, or otherwise in connection with #of the breach by any material inaccuracy or breachof Sellers of any representation andor warranty of such Indemnifying Party,Sellers contained in or #made pursuant to this Agreement, or any material breach ofdocument or any covenant and agreement of such Indemnifying Party. certificate or other instrument delivered pursuant to this Agreement.