Common use of Indemnification Provisions for Buyer’s Benefit Clause in Contracts

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 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 One Hundred Fifty Thousand U.S. Dollars ($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 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.

Indemnification Provisions for Buyer’s Benefit. (ai) In the event Nautilus Parent breaches any of its representations, warranties, and covenants contained herein (other than the covenants in this AgreementSection 2(a) above or the representations and warranties in Section 3(a) above), and, provided that Buyer makes a written claim for indemnification against Nautilus Parent pursuant to Section 10.7 10(i) below within the survival period (if there is an applicable survival period pursuant to Section 8.1 8(a) above), then Nautilus agrees to Parent shall defend and indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may shall suffer resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach; provided, however, that (i) Nautilus Parent 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 or covenant of Nautilus Parent contained in Article 3 Section 4 above (A) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a One Hundred Fifty Thousand U.S. Dollars $25,000 in the aggregate (at which point Parent shall have liability with respect to the first dollar of such Adverse Consequences) and thereafter (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches up to $150,000) aggregate deductible 1,000,000.00 (after which point Nautilus Parent will be obligated only have no obligation 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 . Without limiting 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 generality of the representations foregoing, Parent indemnification obligation shall include any Taxes, Interest, and warranties Penalties that were due prior to the Effective Date of Nautilus contained in Article 3 abovethis Agreement that are identified as a result of Tax authority assessments.

Indemnification Provisions for Buyer’s Benefit. (ai) In the event Nautilus Logicmark or a Seller breaches any of its representations, warrantiesthe Fundamental Representations or covenants contained herein, and covenants contained in this Agreement, and, provided that Buyer makes a written claim for indemnification against Nautilus Sellers pursuant to Section 10.7 below 9(g) within the survival period (if there is an applicable survival period pursuant to Section 8.1 above8(a)), then Nautilus agrees to Sellers shall indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may shall suffer resulting from(but excluding any Adverse Consequences Buyer shall suffer after the end of any applicable survival period) caused proximately by such breach. In the event Logicmark or a Seller breaches any of its representations or warranties contained herein (other than a Fundamental Representation), arising out ofand provided that Buyer makes a written claim for indemnification against Sellers pursuant to Section 9(g) within the survival period (if there is an applicable survival period pursuant to Section 8(a)), relating tothen, subject to the limitations set forth in this Section 8, Sellers shall indemnify Buyer from and against any Adverse Consequences Buyer shall suffer (but excluding any Adverse Consequences Buyer shall suffer after the nature of, or end of any applicable survival period) caused proximately by the such breach; provided, however, that (i) Nautilus Sellers 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 One Hundred Fifty Thousand U.S. Dollars ($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 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.breach:

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 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 One Hundred Fifty Thousand U.S. Dollars ($150,000) 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 Two Million U.S. Dollars ($2,000,000) 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.