The Seller, as one Party, and the Company, as the other Party, do hereby agree to, and shall immediately upon demand, defend, indemnify and hold harmless each other from, against and in respect of: (a) any liabilities, penalties, interest, costs, expenses or other damages or deficiencies resulting from any misrepresentation, breach of warranty or non-fulfillment of any agreement or covenant on the part of such Party under this Agreement; and (b) all actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees) incident to any of the foregoing. The indemnifying party shall reimburse the indemnified party, on demand, for any payment made by the indemnified party at any time with respect to any liability, obligation or a claim to which the foregoing indemnity relates.