PMAD shall indemnify, defend, protect and hold harmless Buyer and each of its members, managers shareholders, directors, officers, employees, attorneys, advisors, insurers, agents, representatives, successors and assigns, from and against each and every claim, action, demand, right, lien, covenant, agreement, contract, representation, warranty, indemnity, obligation, debt, cause of action, liability, lawsuit, litigation, loss, damage (including consequential damages and penalties), fee, cost and expense (including costs and expenses of counsel), of every and whatever type, kind, nature, description or character, whether sounding in law, equity, contract, tort, statute or otherwise, and whether or not presently or later known, unknown, existing, asserted, suspected, unsuspected, liquidated, unliquidated, fixed, contingent, matured, unmatured, anticipated or unanticipated (each, a “Claim”) that is caused by, relates to or otherwise arises out of or in connection with a material breach by PMAD of any of its representations, warranties, covenants or agreements set forth in this Agreement, but in each case excluding any direct Claim or Claim by right of Buyer (or its successors or assigns), and excluding any Claim arising from or in connection with Buyer’s indemnification obligations below, or Buyer’s gross negligence, willful misconduct, fraud, deceit, violation of law, or other misfeasance.