The Company shall, to the maximum extent permitted by applicable law, indemnify the Executive and hold her harmless against liabilities, expenses, judgments, fines, settlements, awards, costs (including attorneys' fees) and other amounts actually and reasonably incurred by the Executive in connection with any threatened, pending or completed action, suit, arbitration, alternative dispute mechanism, inquiry, judicial, administrative or legislative hearing, investigation or proceeding of any kind arising by reason of the fact that the Executive is or was an employee, officer or director of the Company, its subsidiaries, affiliates or any other member of the Company Group. Expenses incurred by the Executive that the Company is required to indemnify as set forth above shall be paid (including advancement of expenses if requested by the Executive) or reimbursed by the Company as soon as practicable following receipt by it of a request for payment or reimbursement (provided such request provides reasonable evidence of the expenditure) and an undertaking of the Executive to repay such expenses if it should ultimately be determined by a court of competent jurisdiction that the Executive was not entitled to be indemnified by the Company. The Executive shall at all times be covered for acts and omissions performed while an employee, officer, director or manager of any member of the Company Group under any directors and officers liability insurance policy maintained by the Company on terms no less favorable than those applicable to other executive officers, directors or managers of the Company Group. This Section 12 shall, for the avoidance of doubt, survive termination of the Executive's employment with the Company and/or termination of this Agreement.