Each of the Parties hereby agrees to indemnify and hold harmless the other party and its officers, directors, employees, agents, counsel, consultants, and affiliates from and against any and all damages, losses, costs, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees) that they, or any of them, may incur by reason of the Party’s failure to fulfill any of the terms and conditions of this Agreement or by reason of the Party’s breach of any of his representations and warranties contained herein. This Agreement and the representations and warranties contained herein shall be binding upon the Parties’ successors and assigns.