Credit's Suisse engagement hereunder may be terminated at any, with or without cause, by either credit Suisse or the client upon ten days' prior written notice thereof to the other party; provide, however, that in the event of any termination of credit Suisse's engagement hereunder, credit Suisse will continue to be entitled to its full financial advisory fee provided for herein in the event that at any time prior to the expiration of one year after any such termination the client enters into an agreement providing for a sale of the company; and provided, further, that any termination of credit Suisse's engagement hereunder shall not affect the client's obligation to pay the financial advisory fee, other fees and expenses payable or incurred prior to the termination of credit Suisse's engagement, and to indemnify credit Suisse and certain related persons and entities as provided in Annex hereto