(ii) Seller will indemnify, defend and hold harmless Buyer’s Group for Liabilities to third parties based on personal injury, death, destruction or physical damage to proper-ty arising in connection with the Agreement resulting from Seller’s negligence, Gross Negligence or Willful Misconduct, and provided that such Liabilities are due to the joint or concurrent negligence, Gross Negligence or Willful Misconduct of the Buyer Group. The respective responsibilities hereunder shall be in the same proportion that negligence, Gross Negligence or Willful Misconduct of each contributed thereto.