Nautilus 2009 Annual Report Download - page 134

indemnification against Nautilus pursuant to Section 10.7 below within the survival period (if there is an applicable survival period pursuant to
Section 8.1 above), then Nautilus agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer
resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (i) Nautilus shall not have any
obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused
by the breach of any representation or warranty of Nautilus contained in Article 3 above until Buyer has suffered Adverse Consequences by
reason of all such breaches in excess of a $150,000 aggregate deductible (after which point Nautilus will be obligated only to indemnify Buyer
from and against further such Adverse Consequences) and (ii) there will be a $2,000,000 aggregate ceiling on the obligation of Nautilus to
indemnify Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by breaches of the
representations and warranties of Nautilus contained in Article 3 above.
(b) Nautilus further agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer
resulting from, arising out of, relating to, in the nature of, or caused by any liability of Nautilus that is not an Assumed Liability (including any
liability of Nautilus that becomes a liability of Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto
merger or successor liability, or otherwise by operation of law).
8.3 Indemnification Provisions for Nautilus’ Benefit .
(a) In the event Buyer breaches any of its representations, warranties, and covenants contained in this Agreement, and, provided that
Nautilus makes a written claim for indemnification against Buyer pursuant to Section 10.7 below within the survival period (if there is an
applicable survival period pursuant to Section 8.1 above), then Buyer agrees to indemnify Nautilus from and against the entirety of any Adverse
Consequences suffered resulting from, arising out of, relating to, in the nature of, or caused by the breach.
(b) Buyer further agrees to indemnify Nautilus from and against the entirety of any Adverse Consequences suffered resulting from,
arising out of, relating to, in the nature of, or caused by any Assumed Liability.
8.4 Matters Involving Third Parties .
(a) If any third party notifies any Party (the “ Indemnified Party ”) with respect to any matter (a “ Third-Party Claim ”) that may
give rise to a claim for indemnification against the other Party (the “ Indemnifying Party ”) under this Article 8, then the Indemnified Party
shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in
notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the
Indemnifying Party is thereby actually and materially prejudiced.
(b) The Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably
satisfactory to the Indemnified Party at any time
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