Indemnification by Buyer and Parent. Subject to Sections 8.1 and 8.2, Buyer and Parent agree to, and shall, jointly and severally, indemnify Seller, its Affiliates and the partners, officers, directors, employees, representatives, trustees and agents of each of them (the "Seller Indemnified Parties") and hold each of them harmless, against and in respect of any and all Indemnifiable Damages resulting from, or in respect of, any of the following: (a) Any misrepresentation, breach of warranty or non-fulfillment of any obligation or covenant on the part of Buyer or Parent under this Agreement or any of the Other Closing Documents executed and delivered by Buyer or Parent, other than the covenants in Sections 3.2, 3.4(b), 7.4, 7.7, 7.8 and 7.10; (b) Any breach of the covenants in Sections 3.2, 3.4(b), 7.4, 7.7, 7.8 and 7.10 on the part of Buyer or Parent; and
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Sources: Asset Purchase Agreement (Headwaters Inc), Asset Purchase Agreement (Headwaters Inc)