Each party (“Indemnifying Party”) agrees to indemnify and hold harmless the other party and such party’s affiliates and its and their respective principals, officers, directors, shareholders, partners, members, managers and employees (each, an “Indemnified Party”) from and against, and to pay or reimburse any such Indemnified Party for, any and all actions, claims, demands, proceedings, investigations, inquiries, liabilities, obligations, fines, deficiencies, costs, expenses, royalties, losses and damages (whether or not resulting from third party claims) related to or arising out the Indemnifying Party’s Covered Acts, and to reimburse such Indemnified Party for out-of-pocket expenses (including reasonable and documented legal and accounting fees) incurred by it in connection with, or relating to investigating, preparing to defend or defending any actions, claims or other proceedings (including any investigation or inquiry) arising in any manner out of, or in connection with, the Indemnifying Party’s Covered Acts (whether or not such Indemnified Party is a named party in such proceeding); provided , however , that no party shall be responsible under this Section 5(a) for any claims, liabilities, losses, damages or expenses to the extent that they are agreed by the Indemnifying Party and such Indemnified Party, or finally determined in arbitration or judicially (without right of further appeal), to result from actions taken by such Indemnified Party due to such Indemnified Party’s gross negligence, willful misconduct, bad faith or knowing violation of applicable law. “Covered Acts” only includes breach of this Agreement, gross negligence, willful misconduct, bad faith or knowing violation of applicable law.