The Company shall indemnify Executive to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented, or by any successor thereto, against all of the expenses, liabilities and other matters referred to in or covered by said Section. Expenses (including attorneys’ fees) incurred by Executive in defending any civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the Company in advance of the final disposition of such action, suit, or proceeding; provided, that Executive hereby undertakes and agrees to repay all such amounts if it shall ultimately be determined that Executive is not entitled to be indemnified by the Company as required hereby. The covenant contained in this Section 31 shall survive the termination or expiration of the Employment Period and any termination of this Agreement.