Common use of Indemnification by the Parties Clause in Contracts

Indemnification by the Parties. To the maximum extent permitted by Law, and notwithstanding any other provision relating to the rights of indemnity hereunder, each party hereto shall indemnify and hold harmless (such party, the “Indemnitor”) each other party hereto and their respective members, managers, partners, shareholders, officers, employees, agents, attorneys and Affiliates (collectively, the “Indemnitee”) from and against any and all Indemnified Losses related to, arising out of or otherwise in connection with any (i) breach or violation of any representation or warranty of the Indemnifying Party contained in this Agreement, (ii) any default by such Indemnifying Party under any agreement or covenant contained herein, and (iii) any violation by such Indemnifying Party of any Law, in all cases except to the extent any such breach, violation or default directly results from the gross negligence or willful misconduct of the party otherwise entitled to be indemnified hereunder.