Each Party (as applicable, an “ Indemnifying Party ”) shall indemnify and hold harmless the other Parties and their respective officers, directors, employees, agents and representatives from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), but excluding consequential, special or punitive damages, incurred in connection with, resulting from, or arising out of (i) any misrepresentation respecting, or a breach of, any representation or warranty made by the Indemnifying Party in this Agreement, and/or (ii) any material breach or nonperformance of any covenant or agreement to be performed by the Indemnifying Party under this Agreement.