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. (a) In the event Nautilus breaches any of Sellers agree to indemnify, defend and hold harmless Buyer and its representationsAffiliates, warrantiesofficers, directors, and covenants contained in this Agreementemployees (collectively, and, provided that the “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 Indemnitees”) from and against the entirety of any Adverse Consequences Buyer Indemnitees may incur or suffer resulting from, arising out of, relating to, in the nature of, or caused by (i) the breachbreach of any representation or warranty of Sellers in this Agreement, (ii) the nonperformance or breach of any covenant or agreement made by Sellers under this Agreement, and (iii) any Excluded Liabilities; provided, however, that Sellers shall not be obligated to indemnify, defend and hold harmless Buyer Indemnitees for Buyer Environmental Liabilities (i) Nautilus as defined below). Sellers shall not have any obligation to indemnify Buyer from Indemnitees unless Buyer delivers a written claim for indemnification to Sellers pursuant to Section 9.8. In addition, Sellers shall not have any obligation to indemnify Buyer Indemnitees under Section 8.2(a)(i), unless such written claim for indemnification is made by Buyer pursuant to Section 9.8 within the survival period pursuant to Section 8.1. To the extent any claim for indemnification arises under Section 8.2(a)(i) 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 is qualified by reference to materiality or a Material Adverse Effect, such representation or warranty shall be treated as if it did not contain any limitation as to materiality or Material Adverse Effect for the purposes of Nautilus contained in Article 3 above until Buyer has suffered Adverse Consequences by reason determining the amount 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. (a) In the event Nautilus breaches that any of its representations, warranties, and covenants the representations or warranties of Fibreboard contained in this AgreementPurchase Agreement are not true, and, and provided that (A) the particular representation or warranty (or portion thereof) survives the Closing, (B) Buyer makes a written claim for indemnification against Nautilus pursuant to Section 10.7 below Fibreboard within the survival period Survival Period, and (if there is an applicable survival period pursuant to Section 8.1 aboveC) each such discrete claim has a value of at least Ten Thousand Dollars ($10,000), then Nautilus Fibreboard agrees to indemnify Buyer (and, as of the Closing, any relevant Acquired Corporation) from and against the entirety of any Adverse Consequences Buyer (or, as of the Closing, any relevant Acquired Corporation) reasonably may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, from or caused by the breach; provided, however, that (i) Nautilus Buyer shall not have be entitled to indemnification under this Section 10.2 for any obligation indemnification claims until the amount of the aggregate claims required to indemnify be indemnified by Fibreboard pursuant to this Section 10.2 exceeds Five Hundred Thousand Dollars ($500,000) (said amount is hereinafter referred to as the "Threshold"), whereupon Buyer shall be entitled to indemnification hereunder from and against any Fibreboard only for 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.Threshold. As

Indemnification Provisions for Buyer’s Benefit. (a) In the event Nautilus breaches that any of its representations, warranties, and covenants the representations or warranties of Fibreboard contained in this AgreementPurchase Agreement are not true, and, and provided that (A) the particular representation or warranty (or portion thereof) survives the Closing, (B) Buyer makes a written claim for indemnification against Nautilus pursuant to Section 10.7 below Fibreboard within the survival period Survival Period, and (if there is an applicable survival period pursuant to Section 8.1 aboveC) each such discrete claim has a value of at least Ten Thousand Dollars ($10,000), then Nautilus Fibreboard agrees to indemnify Buyer (and, as of the Closing, any relevant Acquired Corporation) from and against the entirety of any Adverse Consequences Buyer (or, as of the Closing, any relevant Acquired Corporation) reasonably may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, from or caused by the breach; providedPROVIDED, howeverHOWEVER, that (i) Nautilus Buyer shall not have be entitled to indemnification under this SECTION 10.2 for any obligation indemnification claims until the amount of the aggregate claims required to indemnify be indemnified by Fibreboard pursuant to this SECTION 10.2 exceeds Five Hundred Thousand Dollars ($500,000) (said amount is hereinafter referred to as the "Threshold"), whereupon Buyer shall be entitled to indemnification hereunder from and against any Fibreboard only for 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 the Threshold. As used herein "discrete claim" means any claim involving a One Hundred Fifty Thousand U.S. Dollars ($150,000) aggregate deductible (after discrete or single occurrence, site specific condition, act or other event, which point Nautilus will be obligated only to indemnify Buyer from and against further such causes 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.