In consideration of Oxenreiter’s execution and delivery of this Agreement and purchase of the Shares hereunder, and in addition to all of the Company’s and GMS’s other obligations under this Agreement, the Company and GMS shall jointly and severally defend, protect, indemnify and hold harmless Oxenreiter from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether Oxenreiter is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “ Indemnified Liabilities ”), incurred by Oxenreiter as a result of, or arising out of, or relating to (a) any material misrepresentation by Company or GMS or any material breach of any covenant, agreement, obligation, representation or warranty by the Company or GMS contained in this Agreement, or (b) after any applicable notice and/or cure periods, any breach or default in performance by the Company or GMS of any covenant or undertaking to be performed by the Company or GMS hereunder. To the extent that the foregoing undertaking by the Company or GMS may be unenforceable for any reason, the Company and GMS shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.