Nautilus 2006 Annual Report Download - page 101

CHAPTER 8
INDEMNIFICATION
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Article 7.4 Land America Agreement.
Closing pursuant to the Land America Agreement shall have been completed simultaneously with
the Closing hereunder.
Article 8.1 Indemnification by Seller and Shareholders . Seller and Shareholders hereby, jointly and severally agree to indemnify and
hold each of Nautilus and Buyer harmless at all times as set forth below from and after the Closing Date against and in
respect of all matters in connection with the following:
8.1.1 From and after the Closing Date, all the liabilities of Seller arising out of or in connection with the Business (including,
without limitation, liabilities for taxes or in connection with the termination of employees of the Business), and all suits,
proceedings, demands, assessments, judgments, costs, attorneys’ fees and expenses incident to any matters relating to the
such liabilities of Seller and arising out of or in connection with the Business prior to the Closing Date, including those out-
of-pocket costs, charges and expenses in respect of the participation of officers and employees of Nautilus or Buyer after the
Closing Date in the defense thereof; and
8.1.2 From and after the Closing Date, any losses, liabilities, damages or deficiencies incurred by either Nautilus or Buyer
resulting from any misrepresentation or breach of warranty under Chapter 3 of this Agreement or non-fulfillment of any
agreement or covenant on the part of Seller or a Shareholder under this Agreement, or from any certificate or other
instrument furnished or to be furnished by Seller or a Shareholder hereunder, and all suits, actions, proceedings, demands,
assessments, judgments, costs, attorneys’ fees and expenses incident to any of the foregoing matters, including those out-of-
pocket costs, charges and expenses in respect of the participation of officers and employees of Nautilus or Buyer after the
Closing Date in defense thereof.
Article 8.2 Payments to Nautilus and Buyer . Seller and the Shareholders shall promptly reimburse Nautilus and Buyer for all amounts
owed under Article 8.1 from time to time, at their request, as such amounts are incurred. Notwithstanding the foregoing,
(a) the maximum aggregate liability of Seller and the Shareholders for all claims made by Nautilus and/or Buyer under
Article 8.1.2 shall not exceed the amount of (*) less any amount released to Nautilus or Buyer by the Escrow Agent pursuant
to the Escrow Agreement entered into pursuant to the Land America Agreement (the “Land America Escrow Agreement”);
(b) neither of Nautilus nor Buyer shall make any particular claim for an amount owed under Article 8.1.2 after the (*)-
month
anniversary of the Closing Date (the “Indemnity Cut-Off Date”) (other than claims made in respect of Articles 3.2 and 3.13
which shall survive the