Effective at and after the Closing, the Company hereby agrees to indemnify and hold harmless Investor, its controlled Affiliates and its directors, officers, employees, agents, successors and assigns from and against any and all Losses incurred or suffered by such Persons arising out of any misrepresentation or breach of 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 covenants by the Company under this Agreement. Effective at and after the Closing, Investor hereby agrees to indemnify and hold harmless the Company, its controlled Affiliates and its directors, officers, employees, agents, successors and assigns from and against any and all Losses incurred or suffered by such Persons arising out of any misrepresentation or breach of 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 covenants by the Investor under this Agreement. From and after the Closing, the remedies in this Article IX shall be the exclusive remedies of the parties hereto with respect to any and all matters arising under this Agreement and the transactions contemplated hereby, except for the remedies of specific performance, injunction and other non-monetary equitable relief.