The Representative shall indemnify CONSULTANT, and hold it harmless, to the maximum extent permitted under applicable law, if it is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Representative or its affiliates, by reason of the fact that the CONSULTANT is or was serving at the request of the Representative as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement. Expenses incurred by the Executive in defending a civil or criminal action, suit or proceeding referenced herein shall be promptly and timely paid by the Representative in advance of the final disposition of such action, suit or proceeding at the written request of the CONSULTANT, provided the CONSULTANT agrees to repay such amount to the extent that it is ultimately determined that the CONSULTANT is not entitled to indemnification. The right to indemnification or advances as provided by this Agreement shall be enforceable by the CONSULTANT in any court of competent jurisdiction. The CONSULTANT 's expenses incurred in connection with successfully establishing the CONSULTANT 's right to indemnification or advances, in whole or in part, in any civil or criminal action, suit or proceeding shall also be indemnified by the Representative. Notwithstanding any other provision of this Agreement, the Representative hereby agrees to indemnify the CONSULTANT to the full extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Representative's Certificate of Incorporation, the Bylaws or by statute. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which the CONSULTANT may be entitled under the Representative's Certificate of Incorporation, the Bylaws, any agreement, any vote of shareholders or directors, the Delaware General Corporation Law, or otherwise. The indemnification provided under this Agreement shall continue to remain valid and enforceable by the CONSULTANT even though this Agreement has terminated.