Consultant shall defend, indemnify and hold harmless the Company, its affiliates and related entities, and their respective officers, directors, partners, members, managers, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from (a) all losses, damages, injury, litigation, etc. resulting from the Consultant’s acts or omissions in connection with Consultant’s performance of services under this Consulting Agreement, and (b) Consultant’s breach of any representation, warranty or obligation under this Consulting Agreement. The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to Consultant. Likewise, the Company will indemnify and hold harmless the Consultant from (a) all losses, damages, injury, litigation, etc. resulting from the Company’s acts or omissions in connection with Consultant’s performance of services under this Consulting Agreement, and (b) the Company’s breach of any representation, warranty or obligation under this Consulting Agreement.