Party B’s Qualifications. Party B represents and warrants to Party A that it has all necessary licenses, permits, qualifications and approvals in the jurisdiction in which Party B performs its obligations hereunder. Party B hereby agrees to indemnify and hold harmless Party A, against and in respect of, and to promptly pay, compensate and reimburse Party A for, any and all out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) incurred or sustained by Party A as a result of or in connection with (i) any act or omission by Party B in connection with rendering services under the Agreement, or (ii) any breach, inaccuracy or nonfulfillment of any of the representations, warranties and covenants and/or any matters described in this Agreement by Party B, whether or not involving a third-party claim. Party A shall promptly notify Party B in writing of any claim to indemnification hereunder.
