Except as otherwise provided in this Agreement, the Company shall indemnify against Losses and advance Expenses to Indemnitee to the fullest extent permitted by the laws of the State of Delaware as such laws may from time to time be amended. Indemnitee shall be entitled to the indemnification or advancement provided in this Section if, by reason of his or her Official Capacity, Indemnitee is a party or is threatened to be made a party to any Proceeding or by reason of, or arising out of, anything done or not done by Indemnitee in his or her Official Capacity. The Company shall (i) advance to Indemnitee any and all Expenses actually and reasonably paid or incurred by Indemnitee prior to the final disposition of any Proceeding by final adjudication and (ii) indemnify Indemnitee against any and all Losses; provided, that, in the case of either clause (i) or (ii), Indemnitee is determined to have met the standard of conduct set forth in Section 6(a). With respect to the advance of Expenses to Indemnitee in connection with enforcing rights to indemnification under this Agreement pursuant to Section 7(a), in the event that Indemnitee is determined not to be entitled to such indemnification, then all Expenses advanced shall be repaid by Indemnitee to the Company.