Each of the Parties hereto (each an “ Indemnitor ”) shall protect, defend, indemnify and hold harmless the other Party to this Agreement, its officers, directors, managers, employees, agents, representatives, successors and assigns (the “ Indemnitees ”) from and against any losses, damages and expenses (including, without limitation, reasonable counsel fees, costs and expenses incurred in defending against the assertion of such liabilities, demands, causes of action, or asserted potential liabilities) (collectively, “ Losses ”) which may be sustained, suffered or incurred by them and arise from (a) any breach by the Indemnitor of any of its representations, warranties, or covenants in, or obligations under, this Agreement or (b) any gross negligence or willful misconduct in the performance of its obligations under this Agreement.