The Company agrees to indemnify and hold harmless the Seller from, and to reimburse the Seller for, any and all claims, suits, actions, proceedings, damages, liabilities, and expenses (including, without limitation, reasonable attorney's fees and expenses) that may be instituted or asserted against or incurred by the Seller arising out of or based upon any breach of any representation or warranty of the Company contained in this Agreement. The Company further agrees that any and all such claims were claims that the Company knew or should have known existed before the Transaction.