Executive acknowledges that the Company does not warrant or represent the taxability or non-taxability of the consideration provided to Executive under this Agreement.  Except for withholding any customary payroll taxes required by law to be withheld or paid by the Company, responsibility for taxability or non-taxability of the consideration provided to Executive under this Agreement, and payment of any and all taxes or penalties that may be imposed as a result of the consideration provided to Executive under this Agreement, are solely the responsibility of Executive.  Except for withholding any customary payroll taxes required by law to be withheld or paid by the Company, Executive shall indemnify and hold harmless, and shall repay the Company and all Releasees for the full amount of any taxes, assessments, interest, penalties and attorneys’ fees that they or any of them incurs as a result of the consideration promised to or provided to Executive under this Agreement.  Executive shall further pay the Company and the Releasees its or their attorneys’ fees incurred in enforcing its, his, her or their rights to indemnity hereunder, whether or not a claim is filed.