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Distributor shall indemnify, hold harmless, and, at Manufacturer’s written request, defend Manufacturer, its managing members, employees, agents, successors and permitted assigns (collectively, “Indemnified Party”) against any and all claims, losses, damages, deficiencies, liabilities, actions, judgements, settlements, awards, penalties, interest, fines, costs, or expenses, including attorneys’ fees, that are incurred by Indemnified Party (collectively, the “Losses”), arising out of or related to any third party claim, including a customers’ claim, alleging direct or indirect damages, including bodily injury, death of any person, or damage to real or tangible personal property caused by Distributor; provided, however, that Distributor shall have no obligation to indemnify the Indemnified Party with respect to any claim arising out of the gross negligence or willful misconduct of Manufacturer.