The Parties agree that the Consultant is solely responsible for any and all taxes associated with any Consulting Fee or Termination Fee paid to the Consultant under this Agreement. The Parties agree that should Consultant fail to pay any taxes owed associated with the Consulting Fee or any Termination Fee paid to the Consultant, the Consultant will be solely responsible for the payment of any and all such taxes, penalties or other amounts or liabilities. The Consultant further agrees to indemnify, defend, and hold harmless the Company and its past, current and future predecessors, successors, divisions, parents, affiliates, subsidiaries, agents, assigns, attorneys, officers, directors, employees, and all persons or entities acting by, through, under or in concert with any of them from and against any and all losses, damages, fines, penalties, liabilities, claims of liability, causes of action, costs, and expenses whatsoever, including, without limitation, attorneys’ fees, amounts paid in settlement and losses arising from or related to taxes, costs, assessments, penalties, damages, fees, or interest arising from or relating to or because of any nonpayment of any taxes associated with any Consulting Fee or Termination Fee paid to the Consultant.