Effective at and after the Closing, the Company hereby indemnifies and holds harmless each Purchaser, its affiliates and its and their respective directors, officers, employees, agents, successors and assigns against and from any and all damage, loss, liability and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, “ Losses ”), incurred or suffered by such Persons arising out of any misrepresentation or breach of any representation or warranty (with the amount of Losses being determined without regard to any qualification or exception contained therein relating to materiality or Material Adverse Effect or any similar qualification or standard) or breach of any covenants or agreements by the Company under this Agreement or the other Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person.