Each of Salisbury and Glycotech agrees to indemnify, defend, and hold harmless Purchaser from and against, and to reimburse Purchaser with respect to, any and all claims, demands, losses, damages, liabilities, causes of action, judgments, penalties, costs, and expenses (including attorneys’ fees and expenses and court costs and cost of investigation and remediation) of any and every kind or character, known or unknown, fixed or contingent, imposed on, asserted against, or incurred by Purchaser at any time and from time to time by reason of, in connection with, or arising out of (a) the breach of or noncompliance with any representation, warranty or agreement of Salisbury or Glycotech as set forth herein, (b) the operation of the Facility or the Assets and any activities related thereto or to the Real Property prior to Closing, by or on behalf of Salisbury or Glycotech or any other party, including without limitation a failure to comply with or liabilities arising under Environmental Laws, (c) the existence of any Hazardous Materials at, on or under the Real Property, the Facility or the Assets prior to Closing, or (d) the Excluded Liabilities.