Each party will indemnify and hold the other party, its parents and affiliates, their directors, officers, employees and agents harmless from and against any and all third party liabilities, losses, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees), arising out of any actual or alleged breach of such party’s representations and/or warranties and/or obligations under this agreement.  The indemnity obligations of a party (an “Indemnifying Party”) under this Section are hereby expressly conditioned on the party seeking indemnity (the “Indemnified Party”): (i) providing the Indemnifying Party with prompt notice of any claim; provided that the failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent of any material prejudice directly resulting from such failure; (ii) permitting the Indemnifying Party to assume and control the defense of such claim, with counsel chosen by the Indemnifying Party; and (iii) reasonably cooperating with the Indemnifying Party in the defense of the claim. The Indemnifying Party shall allow the Indemnified Party to participate in the Indemnifying Party’s defense of any claim with counsel of the Indemnified Party’s own choosing and at the Indemnified Party’s expense.