Nautilus 2006 Annual Report Download - page 166

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claim for indemnity under Article 8.1.1 or Article 8.1.2 for environmental, health or public safety claims, liabilities or
remedial expenses after the (*)-month anniversary of the Closing Date, the maximum aggregate liability of Seller and the
Shareholders for any such claims made during the (*)-month period following the Closing Date shall be subject to the
limitation set forth in clause (a) of this Section 8.2, the maximum aggregate liability for any such claims made after such (*)-
month period and prior to the (*)-month anniversary of the Closing Date shall not exceed the lesser of U.S.(*) and the amount
remaining on deposit with the Escrow Agent, and any such claims for costs related to voluntary compliance activities must be
accompanied by written verification from MWH (or a firm of similar reputation with its main office located in the PRC or
Hong Kong) that such costs were incurred in order to meet the requirements of PRC laws, regulations or regulatory authorities.
It is further agreed that Seller and the Shareholders shall have no liability with respect to matters described in Articles 8.1.1
and 8.1.2 until the aggregate total of all claims with respect to such matters exceeds U.S.$150,000, but after such total is
exceeded Seller and the Shareholders shall have liability for such initial U.S.$150,000 and all subsequent claims, subject to the
other terms and limitations of this Article 8.2.
Article 8.3 Indemnification by Nautilus . Nautilus and Buyer hereby agree jointly and severally to indemnify and hold harmless Seller
and the Shareholders at all times from and after the Closing Date against and in respect of all matters in connection with the
following:
8.3.1 From and after the Closing Date, all the liabilities of Nautilus and Buyer 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 by
Buyer after the Closing Date), and all suits, proceedings, demands, assessments, judgments, costs, attorneys' fees and
expenses incident to any matters relating to the such liabilities of Nautilus and Buyer and arising out of or in connection with
the conduct of the Business from and after the Closing Date, including those out-of-pocket costs, charges and expenses in
respect of the participation of officers and employees of Seller or the Shareholders after the Closing Date in the defense
thereof.
8.3.2 From and after the Closing Date up through the Indemnity Cut-Off Date, any losses, liabilities, damages or deficiencies
incurred by Seller or the Shareholders that result from any misrepresentation, breach of warranty, or non-fulfillment of any
agreement or covenant on the part of Nautilus under this Agreement, or from any certificate or other instrument furnished or
to be furnished by hereunder and all suits, actions, proceedings, demands, assessments, judgments, costs, attorneys' fees and
expenses incident to any
(*) Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.