Nautilus 2009 Annual Report Download - page 173

(b) Buyer further agrees to defend, indemnify, and hold Nautilus harmless, jointly and severally, 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 within fifteen (15) days after the Indemnified Party has given notice of the Third-Party
Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-
Party Claim actively and diligently thereafter
in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost
and expense and participate in the defense of the Third-Party Claim.
(c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with
Section 8.4(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect
to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment
or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other
equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any
settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably
withheld).
(d) In the event the Indemnifying Party does not assume and conduct the defense of the Third-Party Claim in accordance with
Section 8.4(b) above, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any
settlement with respect to, the Third-Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not
consult with, or obtain any consent from, the Indemnifying Party in connection therewith) and (ii) the Indemnifying Party will remain
responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or
caused by the Third-Party Claim to the fullest extent provided in this Article 8.
8.5 Determination of Adverse Consequences . The amount of any Adverse Consequences shall be determined net of any insurance
proceeds for purposes of this Article 8.
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