From and after the Closing, the Seller and the Purchaser, jointly and severally, agree to indemnify the other against all actual losses, damages and expenses caused by (i) any material breach of this Agreement by them or any material misrepresentation contained herein, or (ii) any misstatement of a material fact or omission to state a material fact required to be stated herein or necessary to make the statements herein not misleading. Notwithstanding the above, if the Company attempts to file the Delinquent Reports, then the Purchaser will only indemnify the Seller under this Section if the Seller uses good faith efforts to assist the Company in filing the Delinquent Reports post-Closing.