The Company and its successors and/or assigns, will indemnify and defend Executive to the fullest extent permitted by applicable law and the Articles of Incorporation and By-Laws of the Company with respect to any claims that may be brought against Executive arising out of any action taken or not taken in the Executive’s capacity as an officer or director of the Company. In addition, Executive shall be covered, in respect of Executive’s activities as a director and officer of the Company, by the Company’s Directors and Officer liability policy or other comparable policies obtained by the Company’s successors, to the fullest extent permitted by such policies and on a basis not less favorable than any other individual covered by any such policy (including with respect to any tail coverage).