During the Term and at all times thereafter, the Company agrees to indemnify, defend and hold the Executive, his heirs and estate harmless from, and to reimburse any of the foregoing within forty-five (45) days, for reasonable legal fees incurred by any of the foregoing in connection with, any and all claims, liabilities, demands, allegations, causes of action, or other threats, related to and in any way arising out of the services provided by the Executive for or on behalf of the Company or any its subsidiaries or for or on behalf of any other Person at the request of the Company, to the fullest extent possible under Section 145 of the Delaware General Corporation Law in effect from time to time, provided, however, that this indemnification shall not apply to acts or omissions that are the result of conduct that would preclude the Executive from receiving indemnification under Section 145 of the Delaware General Corporation Law in effect from time to time. Upon receipt of notice of the assertion of any such claim, liability, demand, allegation, cause of action or other threat, the Company shall pay the Executive the reasonable cost of his defense, and shall be responsible for the full payment of any judgment including damages or penalties, including punitive damages or penalties, that may be assessed or payable as a result of a settlement to which the Company and the Executive consent, including the deductible portion of any Joss covered by Director and Officer Liability Insurance, applicable to similarly situated employees. Nothing herein shall limit the rights of the Executive or any other party indemnified under this Section 8 to the protections afforded by the Directors and Officers Liability Insurance, as in effect from time to time, or to such other protections as may be afforded to the Executive and such other parties under the Company's certificate of formation, bylaws or limited liability company agreement or operating agreement or under any other agreement, policy or procedure. The Executive shall be covered under the Company's Directors and Officers Liability Insurance during the Term and thereafter to the same extent and post-employment duration of such coverage provided from time to time to executive officers of the Company. In the event it is ultimately determined that the Executive is not entitled to be indemnified by the Company pursuant to this Section 8, the Executive shall reimburse the Company for such expenses previously paid by the Company on behalf of the Executive pursuant to this Section 8.