Breach by Timefire or Timefire Manager Sample Clauses

Breach by Timefire or Timefire Manager. Subject to Section 5.3, in the event that Timefire or a Timefire Manager breaches any of his representations, warranties, and covenants contained in the Agreement or in any certificate or affidavit delivered pursuant to this Agreement at or prior to the Closing, and, provided that ENTK makes a written claim for indemnification against Timefire or such Timefire Manager, as the case may be, prior to the one-year anniversary of the Closing Date (such date, the "General Expiration Date"), then the Timefire Managers limited to and only in their capacity as Managers of Timefire, respectively, agree as a condition of all Members including such Managers receiving delivery of the Timefire Merger Consideration to indemnify ENTK from and against the entirety of any Adverse Consequences ENTK may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, or caused by such breach by Timefire and the Timefire Manager, respectively, in accordance with the procedure described in Section 5.2.