Common use of Indemnification by the Parties Clause in Contracts

Indemnification by the Parties. From and after the Closing and subject to the limitations in Section 7.2 and Section 9.2, the Parent Parties on the one hand and Company Parties on the other hand (each an “Indemnifying Party”), shall indemnify, defend and hold harmless each other Party (each an “Indemnitee” and collectively, the “Indemnitees”) from and against any and all claims, losses or liability (the “Damages”), directly or indirectly, asserted against or incurred by an Indemnitee by reason of or resulting from a material (i) breach of any representation, warranty or covenant contained herein, or (ii) breach of any representation, warranty or covenant in any Exhibit executed and delivered at the Closing; provided, however, that the Damages shall not exceed the aggregate $100,000 (the “Cap”).