Common use of By the Sellers Clause in Contracts

By the Sellers. The Sellers and, in the event the transactions contemplated by this Agreement are not consummated, NAI, jointly and severally, agree to indemnify and hold harmless the Buyer and its respective Affiliates, and their respective shareholders, partners, trustees, directors, officers, employees, agents, successors and assigns (each an "indemnified person") from and against, and to reimburse any such indemnified person when incurred with respect to, any loss, damage, liability claim, cost and expense, including reasonable attorneys' fees ("Losses") incurred by such indemnified person by reason of or arising out of or in connection with (i) the breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement, any other Transaction Document or any of the transactions hereby contemplated; (ii) the failure of NAI or any Seller to perform any agreement required by this Agreement or any other Transaction Document to be performed by such Person; and (iii) the allegation by any third party of the existence of any state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement any other Transaction Document or any of the transactions hereby contemplated. Each indemnified person agrees to give prompt notice to the Sellers of any claim by any third party for which such indemnified party may request indemnification under this Section 7.1 (except any failure or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and only to the extent, if at all, any such Person has been irrevocably prejudiced directly by reason of such failure or delay). (a) any such third party claim shall be a claim solely for monetary damages, (b) the entire amount of such claim shall not be subject to the limitations on indemnification set forth in Section 7.4 hereof, and (c) the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.1, to indemnify for the full amount of such claim, then the Sellers shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at their own cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise and each indemnified person shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that, the Sellers shall not settle or compromise any such claim without the prior written consent of the indemnified persons, unless the sole relief provided is monetary damages that are paid in full by the Sellers and such settlement includes an unconditional release of the indemnified persons of all liabilities in respect of such claims. If such claim shall not be solely a claim for monetary damages and/or such claim shall be subject, in whole or in part, to the limitations on indemnification set forth in Section 7.4, but the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.1 (but subject to the limitations set forth in Section 7.4), to indemnify each indemnified person for the full amount of such claim, then the contest, defense, settlement and compromise of such claim shall be controlled jointly by the Sellers, on the one hand, and the indemnified persons, on the other hand (and any counsel engaged in connection therewith shall be acceptable to both such groups), at the cost and expense of the Sellers, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and such claim shall not be settled or compromised unless the indemnified persons, on the one hand, and the Sellers, on the other hand, jointly approve such settlement or compromise. If such claim shall not be a claim for monetary damages or the Sellers do not agree in writing within ten business days after receipt of notice of such claim that the Sellers are required, pursuant to this Section 7.1, to indemnify the indemnified persons for the full amount of such claim, then the indemnified persons shall control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at the Sellers' cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and the Sellers shall have the right to participate in the contest, defense, settlement or compromise of any such claim at their own cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that the indemnified persons shall diligently defend any such claim and shall not settle or compromise any such claim without the prior written consent of the Sellers, which consent shall not be unreasonably withheld.

By the Sellers. The Sellers andEach Seller will, if Registrable Shares held by such Seller are included in the event the transactions contemplated by this Agreement are not consummatedsecurities as to which such registration is being effected, NAIindemnify Conexant, jointly and severally, agree to indemnify and hold harmless the Buyer and each of its respective Affiliates, and their respective shareholders, partners, trustees, directors, officers, employeesstockholders, agentspartners, successors employees and assigns (agents and each an "indemnified person") from and againstperson who controls Conexant within the meaning of Section 15 of the Securities Act, and to reimburse each other such Seller, each of its officers, directors, partners, employees and agents and each person controlling such Seller within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof), including any such indemnified person when of the foregoing incurred with respect to, in settlement of any loss, damage, liability claim, cost and expense, litigation (including reasonable attorneys' fees ("Losses") incurred by such indemnified person by reason of or fees), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in connection with (i) the breach of any representation Shelf Registration Statement or warranty made by or on behalf of NAI Prospectus, or any Seller contained in this Agreement, any other Transaction Document omission (or any exhibit hereto or thereto or in any schedule or certificate furnished or alleged omission) to state therein a material fact required to be furnished stated therein or necessary to make the statements therein not misleading, to the Buyer pursuant to or in connection with this Agreementextent, any other Transaction Document or any of the transactions hereby contemplated; (ii) the failure of NAI or any Seller to perform any agreement required by this Agreement or any other Transaction Document to be performed by such Person; and (iii) the allegation by any third party of the existence of any state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement any other Transaction Document or any of the transactions hereby contemplated. Each indemnified person agrees to give prompt notice to the Sellers of any claim by any third party for which such indemnified party may request indemnification under this Section 7.1 (except any failure or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and but only to the extent, if at all, any that such Person has been irrevocably prejudiced directly by reason of untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such failure Shelf Registration Statement or delay). (a) any such third party claim shall be a claim solely for monetary damages, (b) the entire amount of such claim shall not be subject to the limitations on indemnification set forth in Section 7.4 hereof, and (c) the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.1, to indemnify for the full amount of such claim, then the Sellers shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at their own cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise and each indemnified person shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that, the Sellers shall not settle or compromise any such claim without the prior written consent of the indemnified persons, unless the sole relief provided is monetary damages that are paid in full by the Sellers and such settlement includes an unconditional release of the indemnified persons of all liabilities in respect of such claims. If such claim shall not be solely a claim for monetary damages and/or such claim shall be subjectProspectus, in whole or reliance upon and in part, conformity with written information furnished to the limitations on indemnification set forth in Section 7.4, but the Sellers shall agree in writing within ten business days after receipt of notice of Conexant by such claim that they are required, pursuant Seller and stated to this Section 7.1 (but subject to the limitations set forth in Section 7.4), to indemnify each indemnified person be specifically for the full amount of such claim, then the contest, defense, settlement and compromise of such claim shall be controlled jointly by the Sellers, on the one hand, and the indemnified persons, on the other hand (and any counsel engaged in connection therewith shall be acceptable to both such groups), at the cost and expense of the Sellers, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and such claim shall not be settled or compromised unless the indemnified persons, on the one hand, and the Sellers, on the other hand, jointly approve such settlement or compromise. If such claim shall not be a claim for monetary damages or the Sellers do not agree in writing within ten business days after receipt of notice of such claim that the Sellers are required, pursuant to this Section 7.1, to indemnify the indemnified persons for the full amount of such claim, then the indemnified persons shall control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at the Sellers' cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and the Sellers shall have the right to participate in the contest, defense, settlement or compromise of any such claim at their own cost and expense, including the cost and expense of attorneys' fees in connection with such participationuse therein; provided, however, that the indemnified persons shall diligently defend any such claim obligation to indemnify will be individual to each Seller and shall be limited to an amount equal to the net proceeds received by such Seller of Registrable Shares sold in connection with such registration. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, each Seller, severally and not settle or compromise any such claim without jointly, will indemnify the prior written consent underwriters, their officers and directors and each person who controls the underwriters (within the meaning of Section 15 of the SellersSecurities Act), which consent to the extent customary in such agreements; provided, however, that the obligation to indemnify will be individual to each Seller and shall not be unreasonably withheldlimited to an amount equal to the net proceeds received by such Seller of Registrable Shares sold in connection with such registration.

By the Sellers. The Subject to the terms and conditions set forth herein, from and after the Closing, the Sellers and, in the event the transactions contemplated by this Agreement are not consummated, NAI, jointly and severally, agree to shall indemnify and hold the Purchaser harmless the Buyer and its respective Affiliates, and their respective shareholders, partners, trustees, directors, officers, employees, agents, successors and assigns (each an "indemnified person") from and againstagainst any and all losses, liabilities, damages, judgments, settlements and to reimburse any such indemnified person when incurred expenses, including interest and penalties recovered by a third party with respect to, any loss, damage, liability claim, cost thereto and expense, including reasonable attorneys' ’ fees and expenses and reasonable accountants’ fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of the indemnification rights hereunder ("Losses") collectively, “Damages”), incurred or sustained by such indemnified person by reason of or the Purchaser as a result of, arising out of or of, in connection with with, or relating to (i) the breach of any representation or warranty made by or on behalf the part of NAI or any Seller the Sellers contained in this Agreement, Agreement (other than any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement, any other Transaction Document or any of the transactions hereby contemplated; (ii) the failure of NAI or any Seller to perform any agreement required by this Agreement or any other Transaction Document to be performed by such Person; and (iii) the allegation by any third party of the existence of any state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf set forth in Section 2.12), (ii) any breach of NAI or any Seller covenant of the Sellers contained in this AgreementAgreement and the Tender Agreement or (iii) the PCP impacts on groundwater or other media at the Brazil facility and the ongoing remediation with respect thereto, provided that Seller’s consultants and/or Representatives will have continued access to monitor and otherwise address the remaining impacts while this indemnity is in effect; provided that any other Transaction Document or any exhibit hereto or thereto or indemnification relating to Tax matters shall be governed solely by Section 4.3. Notwithstanding anything in any schedule or certificate furnished or to be furnished this Agreement to the Buyer pursuant contrary: (a) The Purchaser shall not be entitled to indemnification for those portions of any Damages (i) reserved, accrued or provided for by any member of the Company Group to the extent reflected in connection with this Agreement any other Transaction Document the Company Group Unaudited Financial Information or otherwise paid or provided for by the Sellers or any of the transactions hereby contemplated. Each indemnified person agrees to give prompt notice to the Sellers their respective Affiliates, or (ii) that have arisen principally as a result of any claim act or omission by the Purchaser or any third party for which such indemnified party may request indemnification under this Section 7.1 of its Affiliates on or after the Closing Date (except including, resulting from any failure change in their respective accounting principles, practices or delay to give such notice shall not relieve methodologies and Damages arising from any Seller breach of its obligations hereunder unless and only to the extent, if at all, any such Person has been irrevocably prejudiced directly by reason of such failure or delayunder this Agreement). (a) any such third party claim shall be a claim solely for monetary damages, (b) The Purchaser shall not be entitled to indemnification pursuant to Section 8.2.1(i) for any Damages with respect to any individual breach of a representation or warranty or series of related breaches arising out of the entire same facts and circumstances if the amount of such claim shall Damages (reduced as provided in paragraph (a) above) does not be subject to exceed $50,000 (“De Minimis Claim”), provided that if the limitations on indemnification set forth in Section 7.4 hereof, and (c) the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.1, to indemnify for the full aggregate amount of such claimall De Minimis Claims totals at least $500,000, then the Sellers Purchaser shall be entitled to control the contest, defense, settlement or compromise of any indemnification for all such claim (including the engagement of counsel in connection therewith), at their own cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise and each indemnified person shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that, the Sellers shall not settle or compromise any such claim without the prior written consent of the indemnified persons, unless the sole relief provided is monetary damages that are paid in full by the Sellers and such settlement includes an unconditional release of the indemnified persons of all liabilities in respect of such claims. If such claim shall not be solely a claim for monetary damages and/or such claim shall be subject, in whole or in part, to the limitations on indemnification set forth in Section 7.4, but the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.1 (but subject to the limitations set forth in Section 7.4), to indemnify each indemnified person for the full amount of such claim, then the contest, defense, settlement and compromise of such claim shall be controlled jointly by the Sellers, on the one hand, and the indemnified persons, on the other hand (and any counsel engaged in connection therewith shall be acceptable to both such groups), at the cost and expense of the Sellers, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and such claim shall not be settled or compromised unless the indemnified persons, on the one hand, and the Sellers, on the other hand, jointly approve such settlement or compromise. If such claim shall not be a claim for monetary damages or the Sellers do not agree in writing within ten business days after receipt of notice of such claim that the Sellers are required, pursuant to this Section 7.1, to indemnify the indemnified persons for the full amount of such claim, then the indemnified persons shall control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at the Sellers' cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and the Sellers shall have the right to participate in the contest, defense, settlement or compromise of any such claim at their own cost and expense, including the cost and expense of attorneys' fees in connection with such participationDe Minimis Claims; provided, however, that the indemnified persons shall diligently defend any such claim and limitations set forth in this Section 8.2.1(b) shall not settle or compromise any such claim without the prior written consent apply to breaches of the Sellersrepresentations and warranties set forth in Section 2.3 or 2.20. (c) The Purchaser shall be entitled to indemnification under Section 8.2.1(i) only with respect to that portion of the aggregate amount of its Damages (reduced as provided in paragraph (a)) that exceeds $5,000,000 (the “Deductible Amount”); provided, which consent however, with respect to any indemnification resulting from, arising out of, in connection with, or relating to the breach of the representations and warranties contained in (i) Section 2.3(a), 2.3(b) and Section 2.20, the Purchaser shall be entitled to indemnification with respect to that aggregate portion of its Damages that exceeds $500,000 and (ii) Section 2.3(c), the Purchaser shall be entitled to indemnification with respect to fifty percent (50%) of its Damages. (d) The aggregate amount of Damages payable to the Purchaser under Section 8.2.1(i) shall not exceed fifteen percent (15%) of the Purchase Price. (e) The Purchaser shall not be unreasonably withheldentitled to indemnification with respect to any claim arising out of or relating to any Environmental Law to the extent that such claim is discovered or identified as a result of any environmental investigation, sampling or testing conducted by or on behalf of the Purchaser or one of its Affiliates after the Closing Date, unless (i) the Purchaser or one of its Affiliates was required to conduct such investigation, sampling or testing by a Governmental Authority or pursuant to an applicable Environmental Law, (ii) unless such investigation or sampling occurred in connection with or in response to an Environmental Condition discovered during the ordinary course of business, or (iii) unless such investigation, sampling or testing was agreed to in writing by the Sellers. (f) The Purchaser shall not be entitled to indemnification pursuant to Section 8.2.1(iii) for any Damages incurred after the fourth anniversary of the date hereof unless, prior to such date, the Purchaser shall have notified in reasonable detail the Sellers of a claim for indemnity hereunder.

By the Sellers. The Each of the Sellers and, in the event the transactions contemplated by this Agreement are not consummated, NAI, agree to be jointly and severallyseverally responsible for, agree to pay, indemnify and hold harmless the Buyer Purchaser and its respective Affiliates, AHI and their respective shareholders, partners, trustees, directors, officers, employees, agents, successors and assigns (each an the "indemnified personPurchaser Indemnified Parties") from from, against and againstin respect of, the full amount of any and to reimburse any such indemnified person when incurred with respect toall Liabilities, any lossdamages, damageclaims, liability claimdeficiencies, cost fines, assessments, losses, Taxes, penalties, interest, costs and expenseexpenses, including including, without limitation, reasonable attorneys' fees and disbursements of counsel (collectively, "Losses") incurred by such indemnified person by reason of or arising out of or from, in connection with with, or incident to: (i) subject to the breach provisions of Section 5.1 hereof, any breach, or inaccuracy of any representation of the representations or warranty made by or on behalf warranties of NAI or any Seller the Sellers contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement, any other Transaction Document Agreement or any of the transactions hereby contemplated; Seller Ancillary Documents; (ii) any breach by the failure Sellers of NAI any covenants or any Seller to perform any agreement required by agreements contained in this Agreement or any other Transaction Document to be performed by such Person; and of the Seller Ancillary Documents; (iii) any failure by the allegation by Sellers to perform any third party of the existence of any state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of NAI or any Seller obligation contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement any other Transaction Document or any of the transactions hereby contemplated. Each indemnified person agrees Seller Ancillary Documents; (iv) any Liability resulting from any litigation with respect to give prompt acts, omissions, facts or circumstances arising prior to the Closing Date involving the Company, regardless of whether or not such litigation was disclosed by the Sellers on Schedule 3.6, provided that a written notice describing such pending, threatened or existing litigation is provided to the Sellers of on or prior to April 30, 2006; (v) any claim by and all Taxes and related penalties, interest or other charges for any third party for which such indemnified party may request indemnification under this Section 7.1 (except any failure unaccrued or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and only unreported Tax Liabilities with respect to the extentSellers or the Company for all periods prior to or including the Closing Date, if including without limitation any Liability for Taxes on account of the transfer by the Company of the Excluded Business at all, any such Person has been irrevocably prejudiced directly by reason of such failure or delay).immediately prior to the Closing; (avi) any such third party claim shall be a claim solely for monetary damagesand all Liabilities arising out of, relating to, resulting from or caused (b) the entire amount of such claim shall not be subject to the limitations on indemnification set forth in Section 7.4 hereof, and (c) the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.1, to indemnify for the full amount of such claim, then the Sellers shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at their own cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise and each indemnified person shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that, the Sellers shall not settle or compromise any such claim without the prior written consent of the indemnified persons, unless the sole relief provided is monetary damages that are paid in full by the Sellers and such settlement includes an unconditional release of the indemnified persons of all liabilities in respect of such claims. If such claim shall not be solely a claim for monetary damages and/or such claim shall be subject, whether in whole or in part) by the termination of the Pension Plan; (vii) any and all Liabilities arising out of, relating to, resulting from or caused (whether in whole or in part) by any claim arising out of any transaction, event, condition, occurrence or situation in any way relating to the limitations Securities, the Company or the conduct of the business of the Company arising or occurring on indemnification set forth in Section 7.4or prior to the Closing Date without regard to whether such claim exists on the Closing Date or arises at any time thereafter, but provided that a written notice describing any such Liability is provided to the Sellers on or prior to April 30, 2006; provided, further, the Purchaser Indemnified Parties shall agree in writing within ten business days after receipt of notice of such claim that they are required, not be entitled to Losses pursuant to this Section 7.1 5.3(a)(vii) that are Liabilities (but subject a) reflected on the Closing Date Balance Sheet (to the limitations extent of the dollar amount of the liability reflected) or (b) incurred within thirty days prior to Closing in the ordinary course of the Company's business consistent with past practice and not required by GAAP to be set forth in Section 7.4), to indemnify each indemnified person for the full amount of such claim, then the contest, defense, settlement and compromise of such claim shall be controlled jointly by the Sellers, on the one hand, Closing Date Balance Sheet. (viii) any and the indemnified persons, on the other hand (and any counsel engaged in connection therewith shall be acceptable to both such groups), at the cost and expense of the Sellers, including the cost and expense of attorneys' fees all Liabilities arising in connection with such contest, defense, settlement or compromise, and such claim shall not be settled or compromised unless compliance with any reallocation of the indemnified persons, percentages set forth on the one hand, and the Sellers, on the other hand, jointly approve such settlement or compromise. If such claim shall not be a claim for monetary damages or the Sellers do not agree in writing within ten business days after receipt of notice of such claim that the Sellers are required, Schedule 2.2(c) pursuant to this Section 7.1, 2.2(c); and (ix) any Losses relating to indemnify the indemnified persons for the full amount of such claim, then the indemnified persons shall control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewiththose matters set forth on Schedule 5.3(a)(ix), at the Sellers' cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and the Sellers shall have the right to participate in the contest, defense, settlement or compromise of any such claim at their own cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that the indemnified persons shall diligently defend any such claim and shall not settle or compromise any such claim without the prior written consent of the Sellers, which consent shall not be unreasonably withheld.

By the Sellers. The Sellers andEach Seller will, if Registrable Shares held by such Seller are included in the event the transactions contemplated by this Agreement are not consummatedsecurities as to which such registration is being effected, NAIindemnify Conexant, jointly and severally, agree to indemnify and hold harmless the Buyer and each of its respective Affiliates, and their respective shareholders, partners, trustees, directors, officers, employeesstockholders, agentspartners, successors employees and assigns (agents and each an "indemnified person") from and againstperson who controls Conexant within the meaning of Section 15 of the Securities Act, and to reimburse each other such Seller, each of its officers, directors, partners, employees and agents and each person controlling such Seller within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof), including any such indemnified person when of the foregoing incurred with respect to, in settlement of any loss, damage, liability claim, cost and expense, litigation (including reasonable attorneys' fees ("Losses") incurred by such indemnified person by reason of or fees), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in connection with (i) the breach of any representation Registration Statement or warranty made by or on behalf of NAI Prospectus, or any Seller contained in this Agreement, any other Transaction Document omission (or any exhibit hereto or thereto or in any schedule or certificate furnished or alleged omission) to state therein a material fact required to be furnished stated therein or necessary to make the statements therein not misleading, to the Buyer pursuant to or in connection with this Agreementextent, any other Transaction Document or any of the transactions hereby contemplated; (ii) the failure of NAI or any Seller to perform any agreement required by this Agreement or any other Transaction Document to be performed by such Person; and (iii) the allegation by any third party of the existence of any state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement any other Transaction Document or any of the transactions hereby contemplated. Each indemnified person agrees to give prompt notice to the Sellers of any claim by any third party for which such indemnified party may request indemnification under this Section 7.1 (except any failure or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and but only to the extent, if at all, any that such Person has been irrevocably prejudiced directly by reason of untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such failure Registration Statement or delay). (a) any such third party claim shall be a claim solely for monetary damages, (b) the entire amount of such claim shall not be subject to the limitations on indemnification set forth in Section 7.4 hereof, and (c) the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.1, to indemnify for the full amount of such claim, then the Sellers shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at their own cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise and each indemnified person shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that, the Sellers shall not settle or compromise any such claim without the prior written consent of the indemnified persons, unless the sole relief provided is monetary damages that are paid in full by the Sellers and such settlement includes an unconditional release of the indemnified persons of all liabilities in respect of such claims. If such claim shall not be solely a claim for monetary damages and/or such claim shall be subjectProspectus, in whole or reliance upon and in part, conformity with written information furnished to the limitations on indemnification set forth in Section 7.4, but the Sellers shall agree in writing within ten business days after receipt of notice of Conexant by such claim that they are required, pursuant Seller and stated to this Section 7.1 (but subject to the limitations set forth in Section 7.4), to indemnify each indemnified person be specifically for the full amount of such claim, then the contest, defense, settlement and compromise of such claim shall be controlled jointly by the Sellers, on the one hand, and the indemnified persons, on the other hand (and any counsel engaged in connection therewith shall be acceptable to both such groups), at the cost and expense of the Sellers, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and such claim shall not be settled or compromised unless the indemnified persons, on the one hand, and the Sellers, on the other hand, jointly approve such settlement or compromise. If such claim shall not be a claim for monetary damages or the Sellers do not agree in writing within ten business days after receipt of notice of such claim that the Sellers are required, pursuant to this Section 7.1, to indemnify the indemnified persons for the full amount of such claim, then the indemnified persons shall control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at the Sellers' cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and the Sellers shall have the right to participate in the contest, defense, settlement or compromise of any such claim at their own cost and expense, including the cost and expense of attorneys' fees in connection with such participationuse therein; provided, however, that the indemnified persons shall diligently defend any such claim obligation to indemnify will be individual to each Seller and shall be limited to an amount equal to the net proceeds received by such Seller of Registrable Shares sold in connection with such registration. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, each Seller, severally and not settle or compromise any such claim without jointly, will indemnify the prior written consent underwriters, their officers and directors and each person who controls the underwriters (within the meaning of Section 15 of the SellersSecurities Act), which consent to the extent customary in such agreements; provided, however, that the obligation to indemnify will be individual to each Seller and shall not be unreasonably withheldlimited to an amount equal to the net proceeds received by such Seller of Registrable Shares sold in connection with such registration.

By the Sellers. The Sellers and, only in the event that the transactions acquisition of the Shares contemplated by this Agreement are is not consummated, NAI, jointly and severally, the Company agree to be responsible for and shall pay and indemnify and hold harmless the Buyer Purchaser and its respective AffiliatesRepresentatives (the “Purchaser Indemnitees”) from, against and their respective shareholdersin respect of, partnersthe amount of any and all liabilities, trusteesdamages, directorsclaims, officersdeficiencies, employeesfines, agentsassessments, successors losses, Taxes, penalties, interest (collectively, “Losses”), costs and assigns (each an "indemnified person") from expenses, including, without limitation, reasonable fees and againstdisbursements of counsel arising from, and to reimburse any such indemnified person when incurred with respect to, any loss, damage, liability claim, cost and expense, including reasonable attorneys' fees ("Losses") incurred by such indemnified person by reason of or arising out of or in connection with with, or incident to (i) any breach or violation of any of the covenants or agreements of the Sellers contained in this Agreement or any agreement, document or other writing referred to herein and delivered pursuant hereto, other than any employment agreement contemplated hereby; (ii) any breach or violation of any representation or warranty made by or on behalf of NAI or any Seller the Sellers contained in this Agreement, any other Transaction Document Agreement or any exhibit hereto agreement, document or thereto other writing referred to herein and delivered pursuant hereto, other than any employment agreement contemplated hereby; (iii) any and all Taxes for any unaccrued or in unreported Tax liabilities with respect either of the Company or any schedule Subsidiary for all periods prior to or certificate furnished or to be furnished including the Closing Date; (iv) (A) any Employee Benefit Plan (except to the Buyer pursuant extent that such Liability has been accrued on the Financial Statements) or (B) the Company’s or any Subsidiary’s failure to fully perform under and comply with the requirements of ERISA or applicable law with respect to any Employee Benefit Plan of the Company, in connection the case of each of (A) and (B), in respect of all periods prior to and including the Closing Date; (v) any liability resulting from any Litigation with this Agreementrespect to acts, any other Transaction Document omissions, facts or circumstances arising on or prior to the Closing Date involving the Sellers, the Shares, or the Company, regardless of whether or not such litigation was disclosed by the Company or any of the transactions hereby contemplatedSellers on Schedule 4.1(m); (iivi) any environmental claims or liabilities arising out of or connected with, directly or indirectly, the failure of NAI ownership, lease or any Seller use, on or prior to perform any agreement required the Closing Date, by this Agreement or any other Transaction Document to be performed by such Personthe Company’s leased property set forth on Schedule 4.1(o); and (iiivii) the allegation by any third party of the existence of any state of facts which if it existed would constitute a breach of any representation and all actions, suits, proceedings, demands, assessments or warranty made by or on behalf of NAI or any Seller contained in this Agreementjudgments, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or costs and expenses incidental to be furnished to the Buyer pursuant to or in connection with this Agreement any other Transaction Document or any of the transactions hereby contemplated. Each indemnified person agrees to give prompt notice to the Sellers of any claim by any third party for which such indemnified party may request indemnification under this Section 7.1 (except any failure or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and only to the extent, if at all, any such Person has been irrevocably prejudiced directly by reason of such failure or delay)foregoing. (a) any such third party claim shall be a claim solely for monetary damages, (b) the entire amount of such claim shall not be subject to the limitations on indemnification set forth in Section 7.4 hereof, and (c) the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.1, to indemnify for the full amount of such claim, then the Sellers shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at their own cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise and each indemnified person shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that, the Sellers shall not settle or compromise any such claim without the prior written consent of the indemnified persons, unless the sole relief provided is monetary damages that are paid in full by the Sellers and such settlement includes an unconditional release of the indemnified persons of all liabilities in respect of such claims. If such claim shall not be solely a claim for monetary damages and/or such claim shall be subject, in whole or in part, to the limitations on indemnification set forth in Section 7.4, but the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.1 (but subject to the limitations set forth in Section 7.4), to indemnify each indemnified person for the full amount of such claim, then the contest, defense, settlement and compromise of such claim shall be controlled jointly by the Sellers, on the one hand, and the indemnified persons, on the other hand (and any counsel engaged in connection therewith shall be acceptable to both such groups), at the cost and expense of the Sellers, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and such claim shall not be settled or compromised unless the indemnified persons, on the one hand, and the Sellers, on the other hand, jointly approve such settlement or compromise. If such claim shall not be a claim for monetary damages or the Sellers do not agree in writing within ten business days after receipt of notice of such claim that the Sellers are required, pursuant to this Section 7.1, to indemnify the indemnified persons for the full amount of such claim, then the indemnified persons shall control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at the Sellers' cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and the Sellers shall have the right to participate in the contest, defense, settlement or compromise of any such claim at their own cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that the indemnified persons shall diligently defend any such claim and shall not settle or compromise any such claim without the prior written consent of the Sellers, which consent shall not be unreasonably withheld.

By the Sellers. The Subject to Section 9.4, Section 9.5 and Section 9.7 to the extent provided in this ARTICLE IX, prior to the Effective Time, the Company, and following the Effective Time, the Sellers and, in the event the transactions contemplated by this Agreement are not consummated, NAI, jointly and severally, agree to shall indemnify and hold harmless the Buyer Parent, and its respective Affiliatessuccessors and assigns, and their respective shareholders, partners, trusteesits officers, directors, officersemployees, employeesstockholders, agents, successors Affiliates (including following the Closing, the Surviving Entity) and assigns any Person who controls Parent within the meaning of the Securities Act or the Exchange Act (each, a “Parent Indemnified Party”) and hold each an "indemnified person") Parent Indemnified Party harmless from and againstagainst any liabilities, and to reimburse any such indemnified person when incurred with respect toclaims, any lossdemands, damagejudgments, liability claimlosses, cost and expensecosts, diminution in value, damages (including reasonably foreseeable consequential damages) or expenses whatsoever (including reasonable attorneys' ’, consultants’ and other reasonable professional fees ("Losses") and disbursements of every kind, nature and description incurred by such indemnified person by reason of Parent Indemnified Party in connection therewith) (collectively, “Damages”) that such Parent Indemnified Party directly or indirectly sustains, suffers or incurs to the extent resulting from, arising out of or in connection with relating to: (i) the any inaccuracy or breach of any representation or warranty made by of a Seller or on behalf the Company in the Agreement or in any Ancillary Document; (ii) any non-fulfillment of NAI any covenant or agreement of a Seller or, with respect to covenants to be performed prior to the Closing, the Company set forth in the Agreement or in any Ancillary Document; (iii) any inaccuracy in the Merger Consideration Schedule delivered pursuant to Section 7.2, or a stockholder or former stockholder of any Group Company, or any Seller contained other Person, seeking to assert (A) any rights of a stockholder, option holder or owner of any equity securities of any Group Company in their capacities as such, including any option rights, preemptive rights or rights to notice or to vote under the Stockholders Agreement, or (B) any rights under the Governing Documents of any Group Company, in each case (i) relating to the negotiation, approval or consummation of the transactions contemplated by this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement, any other Transaction Document or any of the transactions hereby contemplated; (ii) related solely to periods prior to the failure of NAI or Closing; (iv) any Dissenting Share Payments; (v) any Seller Expenses to perform the extent not reflected on the Expense Statement; (vi) any agreement required by this Agreement or any other Transaction Document to be performed by such Person; and (iii) the allegation by any third party Indebtedness of the existence of any state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement any other Transaction Document or any Group Companies that is outstanding as of the transactions hereby contemplated. Each indemnified person agrees to give prompt notice to the Sellers of any claim by any third party for which such indemnified party may request indemnification under this Section 7.1 (except any failure or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and only to the extent, if at all, any such Person has been irrevocably prejudiced directly by reason of such failure or delay). (a) any such third party claim shall be a claim solely for monetary damages, (b) the entire amount of such claim shall not be subject to the limitations on indemnification set forth in Section 7.4 hereof, and (c) the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.1, to indemnify for the full amount of such claim, then the Sellers shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at their own cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise and each indemnified person shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that, the Sellers shall not settle or compromise any such claim without the prior written consent of the indemnified persons, unless the sole relief provided is monetary damages that are paid in full by the Sellers and such settlement includes an unconditional release of the indemnified persons of all liabilities in respect of such claims. If such claim shall not be solely a claim for monetary damages and/or such claim shall be subject, in whole or in partClosing, to the limitations extent not reflected on indemnification set forth in Section 7.4the Company Indebtedness Statement, but including any claims of lenders under the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant First Lien Agreement and/or the Second Lien Agreement (A) related to this Section 7.1 (but subject to the limitations set forth in Section 7.4), to indemnify each indemnified person for the full amount of such claim, then the contest, defense, settlement and compromise of such claim shall be controlled jointly by the Sellersany agreements entered into between any Group Company, on the one hand, and the indemnified persons, on the other hand (and any counsel engaged in connection therewith shall be acceptable to both such groups), at the cost and expense of the Sellers, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and such claim shall not be settled or compromised unless the indemnified persons, on the one hand, and the Sellerslenders, on the other hand, jointly approve in connection with the transactions contemplated hereby, or (B) for any amounts other than the Payoff Amount or the Accrued Interest Portion; (vii) any Pre-Closing Taxes imposed on or incurred by the Group Companies; (viii) any Taxes of Sellers or any Affiliate of Sellers (other than a Group Company); (ix) any Indemnified Severance Payments made or incurred by the Group Companies or Parent; (x) any out-of-pocket Damages of a Group Company that result from all or any portion of the Management Closing Bonuses or the Management Escrow Bonuses constituting “excess parachute payment” within the meaning of Section 280G of the Code and the regulations promulgated thereunder, including any gross-up payments the Company makes to recipients of the Management Closing Bonuses or the Management Escrow Bonuses, but excluding any loss of any Tax deduction related thereto; (xi) the matter set forth on Schedule 9.2(a)(xi) (the “Excluded Liability”); (xii) any claim that the Tail Policy obtained by Parent in accordance with the terms of this Agreement does not satisfy the insurance requirements set forth in any of the Indemnification Agreements; (xiii) the matter set forth on Schedule 9.2(a)(xiii); (xiv) any Payroll Taxes due on the Management Escrow Bonuses; (xv) any failure to amend any Employee Benefit Plans that are intended to include a Code Section 401(k) arrangement to reflect the applicable requirements of ERISA, the Code or any other applicable laws (including any Damages associated with the operation of such settlement Employee Benefit Plans as required under ERISA, the Code or compromise. If such claim shall not be other applicable laws); and (xvi) any and all actions, suits, proceedings, investigations, allegations, assessments, audits, or fines incident to any of the foregoing or to the enforcement of this Section 9.2(a), but only in connection with a claim for monetary damages or the Sellers do not agree in writing within ten business days after receipt of notice of such claim that the Sellers are required, pursuant which any Parent Indemnified Party is entitled to this Section 7.1, to indemnify the indemnified persons for the full amount of such claim, then the indemnified persons shall control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at the Sellers' cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and the Sellers shall have the right to participate in the contest, defense, settlement or compromise of any such claim at their own cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that the indemnified persons shall diligently defend any such claim and shall not settle or compromise any such claim without the prior written consent of the Sellers, which consent shall not be unreasonably withheldindemnification.

By the Sellers. The Sellers and, in the event the transactions contemplated by this Agreement are not consummated, NAISellers, jointly and severally, agree -------------- to indemnify and hold harmless the Buyer Purchaser, Parent Corp. and, from and its after the Closing, if any, Star Leasing and Star Sub L.P., and their respective Affiliates, and their respective shareholders, partners, trustees, directors, officers, employees, agents, successors and assigns (each an "indemnified person") from and against, and to reimburse any such indemnified person when incurred with respect to, any loss, damage, liability claim, cost and expense, including reasonable attorneys' fees ("Losses") all Losses incurred by such indemnified person by reason of or arising out of or in connection with (i) the breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, Agreement or any other Transaction Seller Document or any exhibit hereto or thereto or in any schedule Schedule or certificate furnished or to be furnished to the Buyer Purchaser pursuant to or in connection with this Agreement, any other Transaction a Seller Document or any of the transactions hereby contemplated; (ii) the failure of NAI or any Seller to perform any agreement required by this Agreement or any other Transaction Seller Document to be performed by such Person; and (iii) the allegation by any third party of the existence of any state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, Agreement or any other Transaction Seller Document or any exhibit hereto or thereto or in any schedule Schedule or certificate furnished or to be furnished to the Buyer Purchaser pursuant to or in connection with this Agreement any other Transaction Agreement, a Seller Document or any of the transactions hereby contemplated; and (iv) any Excluded Liability which such indemnified person may be liable to pay, perform or discharge. Each indemnified person agrees to give prompt notice to the Sellers of any claim by any third party for which such indemnified party may request indemnification under this Section 7.1 12.01 (except any failure or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and only to the extent, if at all, that any such Person has been irrevocably prejudiced directly by reason of such failure or delay). (a) any such third party claim shall be a claim solely for monetary damages, (b) the entire amount of such claim shall not be subject to the limitations on indemnification set forth in Section 7.4 12.03 hereof, and (c) the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.112.01, to indemnify for the full amount of such claim, then the Sellers shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at their own cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise and each indemnified person shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its own cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that, the Sellers shall not settle or compromise any such claim without the prior written consent of the indemnified persons, unless the sole relief provided is monetary damages that are paid in full by the Sellers and such settlement includes an unconditional release of the indemnified persons of all liabilities in respect of such claimsSellers. If such claim shall not be solely a claim for monetary damages and/or such claim shall be subject, in whole or in part, to the limitations on indemnification set forth in Section 7.412.03, but the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.1 12.01 (but subject to the limitations set forth in Section 7.412.03), to indemnify each indemnified person for the full amount of such claim, then the contest, defense, settlement and compromise of such claim shall be controlled jointly by the Sellers, on the one hand, and the indemnified persons, on the other hand (and any counsel engaged in connection therewith shall be acceptable to both such groups), at the cost and expense of the Sellers, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and such claim shall not be settled or compromised unless the indemnified persons, on the one hand, and the Sellers, on the other hand, jointly approve such settlement or compromise. If such claim shall not be a claim for monetary damages or the Sellers do not agree in writing within ten business days after receipt of notice of such claim that the Sellers are required, pursuant to this Section 7.112.01, to indemnify the indemnified persons for the full amount of such claim, then the indemnified persons shall control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at the Sellers' cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and the Sellers shall have the right to participate in the contest, defense, settlement or compromise of any such claim at their own cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that the indemnified persons shall diligently defend any such claim and shall not settle or compromise any such claim without the prior written consent of the Sellers, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the right of the Sellers (i) to control any contest or defense or (ii) to require that the indemnified persons diligently defend any claim or obtain the consent of the Sellers to any settlement or compromise of any claim shall be conditioned upon the Sellers providing to such indemnified persons evidence satisfactory to such indemnified persons of the financial ability of the Sellers to satisfy such claim.

By the Sellers. The Sellers andshall, and shall cause the Subsidiaries to, immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any other Persons conducted heretofore with respect to any Takeover Proposal and request the prompt return of all confidential information previously furnished. Notwithstanding the foregoing, at any time prior to obtaining the Stockholder Approval, in response to a bona fide written Takeover Proposal that the event the transactions contemplated by this Agreement are not consummatedUltrak Board determines in good faith (after consultation with outside counsel and any of RBC Dain Rauscher Corporation, NAI, jointly and severally, agree Morgan Keegan & Co. or Wachovia Securitiex) xxxxxxxxxxs or is reasonxxxx xxxxxx xo lead to indemnify and hold harmless the Buyer and its respective Affiliatesa Superior Proposal (as defined below), and their respective shareholderswhich Takeover Proposal was not solicited, partners, trustees, directors, officers, employees, agents, successors and assigns (each an "indemnified person") from and against, and to reimburse any such indemnified person when incurred with respect to, any loss, damage, liability claim, cost and expense, including reasonable attorneys' fees ("Losses") incurred initiated or encouraged by such indemnified person by reason of or arising out of or in connection with (i) the breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreementafter May 21, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement, any other Transaction Document or any of the transactions hereby contemplated; (ii) the failure of NAI or any Seller to perform any agreement required by this Agreement or any other Transaction Document to be performed by such Person; 2002 and (iii) the allegation by any third party of the existence of any state of facts which if it existed would constitute did not otherwise result from a breach of this Section 6.13(a), the Sellers may, if the Ultrak Board determines in good faith (after consultation with outside counsel and any representation of RBC Dain Rauscher Corporation, Morgan Keegan & Co. or warranty made by or on behalf of NAI or any Seller contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or Wachovia Securitiex) xxxx xx xx required to be furnished dx xx xx xxxxx to comply with its fiduciary duties to the Buyer pursuant stockholders of Ultrak under Delaware law, and subject to or in connection compliance with this Agreement any other Transaction Document or any Section 6.13(c) and after giving the Purchaser oral and written notice of the transactions hereby contemplated. Each indemnified person agrees to give prompt notice such determination, (x) furnish information with respect to the Sellers of any claim by any third party for which such indemnified party may request indemnification under this Section 7.1 (except any failure or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and only the Subsidiaries to the extent, if at all, any Person making such Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement not less restrictive of such Person than the Confidentiality Agreement, provided that all such information has previously been irrevocably prejudiced directly by reason of such failure or delay). (a) any such third party claim shall be a claim solely for monetary damages, (b) the entire amount of such claim shall not be subject provided to the limitations on indemnification set forth in Section 7.4 hereofPurchaser or is provided to the Purchaser prior to or at the time it is provided to such Person, and (cy) the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.1, to indemnify for the full amount of such claim, then the Sellers shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at their own cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise and each indemnified person shall have the right to participate in discussions or negotiations with the contest, defense, settlement or compromise of any Person making such claim at its cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that, the Sellers shall not settle or compromise any such claim without the prior written consent of the indemnified persons, unless the sole relief provided is monetary damages that are paid in full by the Sellers and such settlement includes an unconditional release of the indemnified persons of all liabilities in respect of such claims. If such claim shall not be solely a claim for monetary damages and/or such claim shall be subject, in whole or in part, to the limitations on indemnification set forth in Section 7.4, but the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.1 (but subject to the limitations set forth in Section 7.4), to indemnify each indemnified person for the full amount of such claim, then the contest, defense, settlement and compromise of such claim shall be controlled jointly by the Sellers, on the one hand, and the indemnified persons, on the other hand Takeover Proposal (and any counsel engaged in connection therewith shall be acceptable to both its Representatives) regarding such groups), at the cost and expense of the Sellers, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and such claim shall not be settled or compromised unless the indemnified persons, on the one hand, and the Sellers, on the other hand, jointly approve such settlement or compromise. If such claim shall not be a claim for monetary damages or the Sellers do not agree in writing within ten business days after receipt of notice of such claim that the Sellers are required, pursuant to this Section 7.1, to indemnify the indemnified persons for the full amount of such claim, then the indemnified persons shall control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at the Sellers' cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and the Sellers shall have the right to participate in the contest, defense, settlement or compromise of any such claim at their own cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that the indemnified persons shall diligently defend any such claim and shall not settle or compromise any such claim without the prior written consent of the Sellers, which consent shall not be unreasonably withheldTakeover Proposal.