The Company agrees to indemnify and hold harmless each Purchaser, its partners, owners, affiliates, officers, directors, employees, and duly authorized agents (collectively, the “ Purchaser Indemnified Parties ”), from and against any loss, claim, damage, liability, cost or expense (including, without limitation, attorneys’ fees expenses), to which such Purchaser Indemnified Person becomes subject, resulting from, arising out of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in any other Transaction Document, except to the extent that any such loss, claim, damage, liability, cost or expense is attributable to the willful misconduct or fraud of such Purchaser Indemnified Party.