With respect to services provided by Will both prior to and after the effective date of this Agreement, the Company shall indemnify Will 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 Will 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 Will hereby undertakes and agrees to repay all such amounts if it shall ultimately be determined that Will is not entitled to be indemnified by the Company as required hereby.