Common use of Obligation of the Company to Indemnify Clause in Contracts

Obligation of the Company to Indemnify. The Company agrees to indemnify, defend and hold harmless Purchaser against and in respect of any and all claims, demands, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including, without limitation, interest, penalties and reasonable attorneys' fees ("Losses"), which directly or indirectly arise, result from or relate to the breach by the Company of, or the failure by the Company to comply with or perform, the Company's representations, warranties, covenants or agreements contained in this Agreement. To compensate Purchaser for the reduction in the capitalization of the Company as the result of any indemnification payment by the Company hereunder, the amount of any indemnification payment hereunder shall be equal to the sum of (i) the amount of Purchaser's Losses plus (ii) an amount such that, following the indemnification payment, Purchaser would be in the same position as if the shareholders of the Company (other than Purchaser) had made such indemnification payment to Purchaser directly.