Purchaser Indemnification. The Purchaser agrees and covenants to hold harmless and indemnify the Company, including its officers, directors, employees, partners, representatives and agents (each of the foregoing persons being a “Company Indemnified Person”), from and against any and all Losses to which such Company Indemnified Person may become subject under the Securities Act or otherwise which arises out of or is based in any manner upon a material breach by the Purchaser of any its representations or warranties contained in the Agreement or in any agreement, instrument or document delivered by the Purchaser hereunder.

0">Purchaser0">Company Indemnification. The 2">Purchaser2">Company agrees 4">to indemnify and 6">covenants6">hold harmless, to 8">hold harmless and indemnify the 10">Company,10">fullest extent permitted by law, but without duplication, the Purchaser, including its officers, directors, employees, partners, representatives and agents (each of the foregoing persons being a 12">“Company12">“Purchaser Indemnified Person”), from and against any and all 14">Losses to which such Company14">losses, claims, damages, liabilities, costs and expenses (including documented and reasonable attorneys’ fees) (collectively, “Losses”), actually incurred by a Purchaser Indemnified Person 16">may become subject under the Securities Act or otherwise which arises16">arising out of or 18">is based20"> in any manner upon a material breach by the 22">Purchaser22">Company of any its representations or warranties contained in the Agreement or in any agreement, instrument or document delivered by the 24">Purchaser24">Company hereunder.