Nautilus 2009 Annual Report Download - page 126

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended.
“ StairMaster ” means Nautilus with respect to its StairMaster brand operations, including the manufacturing, marketing, and sales of
products under the StairMaster Marks, as such term is defined in the Technology Transfer Agreement
“ StairMaster Products ” has the meaning as set forth in the Technology Transfer Agreement.
“ Tax ” or “ Taxes ” means any federal, state, local, or non-U.S. income, gross receipts, license, payroll, employment, excise, severance,
stamp, occupation, premium, windfall profits, environmental (including taxes under Code section 59A), customs duties, capital stock, franchise,
profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration,
value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, whether computed on a separate or consolidated,
unitary or combined basis or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not.
“ Technology Transfer Agreement ” means the StairMaster Technology Transfer and License Agreement in the form attached hereto as
Exhibit F .
“ Tax Benefit ” has the meaning set forth in Section 8.5 below.
“ Third-Party Claim ” has the meaning set forth in Section 8.4 below.
ARTICLE 2 - BASIC TRANSACTION
2.1 Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Nautilus,
and Nautilus agrees to sell, transfer, convey, and deliver to Buyer, all of the Acquired Assets at the Closing for the consideration specified below
in this Article 2.
2.2 Assumption of Liabilities . On and subject to the terms and conditions of this Agreement, Buyer agrees to assume and become
responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any
other obligation or liability of Nautilus not included within the definition of Assumed Liabilities.
2.3 Purchase Price . Buyer agrees to pay to Nautilus Three Million Eight Hundred Thousand Four Hundred Fourteen U.S. Dollars (the “
Purchase Price ”), which shall be paid to Nautilus at Closing in cash by wire transfer or delivery of other immediately available funds.
2.4 The Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of
Garvey Schubert Barer, 1191 Second Avenue, Eighteenth Floor, Seattle, Washington, 98101, commencing at 9:00 a.m. local time on the second
business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated
hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the Parties may
mutually determine (the “ Closing Date ”).
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