Parent and the Company shall indemnify Executive and hold Executive harmless to the fullest extent permitted by the laws of the Republic of Ireland and the State of Michigan, respectively, against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses, losses, and damages resulting from Executive’s good faith performance of Executive’s duties and obligations with Parent and its Affiliates. Parent and the Company shall cover Executive under directors’ and officers’ liability insurance both during and, while potential liability exists, after employment in the same amount and to the same extent as Parent and the Company cover their other officers and directors. These obligations shall survive the termination of Executive’s employment with Parent and its Affiliates. If any proceeding is brought or threatened against Executive in respect of which indemnity may be sought against Parent or its Affiliates pursuant to the foregoing, Executive shall notify Parent promptly in writing of the institution of such proceeding and Parent or its Affiliates shall assume the defense thereof and the employment of counsel and payment of all fees and expenses; provided , however , that if a conflict of interest exists between Parent or its applicable Affiliate and Executive such that it is not legally practicable for Parent or its applicable Affiliate to assume Executive’s defense, Executive shall be entitled to retain separate counsel reasonably acceptable to Parent or its applicable Affiliate and Parent or its applicable Affiliate shall assume payment of all reasonable fees and expenses of such counsel.