The Company agrees, to the extent permitted by applicable law and the Company’s Certificate of Incorporation and Bylaws, to defend, indemnify, and hold harmless Executive against any and all loss, damage, liability, and expense, including, without limitation, reasonable attorneys’ fees, disbursements, court costs, and any amounts paid in settlement and the costs and expenses of enforcing this Section 28, which may be suffered or incurred by Executive in connection with the provision of Executive’s services hereunder, including, without limitation, any claims, litigations, disputes, actions, investigations, or other matters; provided that such loss, damage, liability, or expense (i) arises out of or in connection with the performance by Executive of Executive’s obligations under this Agreement and (ii) is not the result of any material breach by Executive of Executive’s obligations hereunder; and provided , further , that Company shall be under no obligation to defend, indemnify, or hold harmless Executive if Executive has acted with gross negligence or willful misconduct. In addition to the foregoing, the Company agrees to provide Executive with coverage under a directors’ and officers’ insurance policy to the same extent as the Company currently provides its executive officers generally.