Nautilus 2009 Annual Report Download - page 172

Closing, and (b) the representations and warranties set forth in Sections 3.13 and 3.14 shall survive for a period of two (2) years after Closing.
All of the Buyer’s representations and warranties contained in Article 4 shall continue for a period of three (3) years after Closing. All of the
other representations and warranties of the Parties contained in this Agreement shall survive the Closing and continue in full force and effect
forever thereafter (subject to any applicable statutes of limitations).
8.2 Indemnification Provisions for Buyer’s Benefit .
(a) In the event Nautilus breaches any of its representations, warranties, and covenants contained in this Agreement, and, provided
that Buyer makes a written claim for 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 defend, indemnify, and hold Buyer harmless 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
Seventy-Five Thousand U.S. Dollars ($75,000) 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 Two Million U.S. Dollars ($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 defend, indemnify, and hold Buyer harmless 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). The $75,000 liability threshold
and the $2,000,000 liability ceiling in Section 8.2(a) above shall not apply to Nautilus’ obligations under this Section 8.2(b).
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 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 the breach.
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