Each party (an "Indemnifying Party") shall defend (through its own counsel), indemnify and hold harmless the other and the other's officers, directors, employees, agents, representatives, service providers and affiliates (an "Indemnified Party") from and against all liabilities, damages, losses, costs and expenses, including attorneys' fees and other legal expenses ("Losses"), arising directly or indirectly from or in connection with any claims, actions or proceedings involving any alleged breach by the Indemnifying Party of its representations and warranties contained herein.