Celadon hereby agrees to indemnify and hold harmless Element and its Affiliates, directors, officers, managers, employees, agents, consultants, advisors, accountants, legal counsel or other representatives (the “ Representatives ”) (collectively, the “ Indemnified Persons ”) from and against all losses, liabilities, damages, injuries, costs and expenses (including reasonable attorney fees actually incurred) (“ Damages ”) arising from (i) a breach by Celadon or the Company of any of its applicable representations and warranties in Sections 6, 7 or 8 hereof or (ii) a breach by Celadon of any of its covenants or other obligations under this Agreement.  Element agrees to indemnify and hold harmless Celadon and its Indemnified Persons from and against all Damages arising from (A) a breach by Element of any of its representations and warranties in Section 5 or 8 hereof, or (B) a breach by Element of any of its covenants or other obligations under this Agreement.