Nautilus 2009 Annual Report Download - page 127

2.5 Deliveries at the Closing . At the Closing, (a) Nautilus will deliver to Buyer the various certificates, instruments, and documents
referred to in Section 7.1 below; (b) Buyer will deliver to Nautilus the various certificates, instruments, and documents referred to in Section 7.2
below; (c) Nautilus will execute, acknowledge (if appropriate), and deliver to Buyer (i) assignments in the forms attached hereto as Exhibit B ,
and (ii) such other instruments of sale, transfer, conveyance, and assignment as Buyer and its counsel may reasonably request; (d) Buyer will
execute, acknowledge (if appropriate), and deliver to Nautilus (i) an assumption in the form attached hereto as Exhibit C and (ii) such other
instruments of assumption as Nautilus and its counsel may reasonably request; and (e) Buyer will deliver to Nautilus the consideration specified
in Section 2.3 above.
2.6 Allocation . The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all
purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit D .
ARTICLE 3 - NAUTILUS’ REPRESENTATIONS AND WARRANTIES
Nautilus represents and warrants to Buyer that the statements contained in this Article 3 are correct and complete as of the date of this
Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the
date of this Agreement throughout this Article 3), except as set forth in the disclosure schedule accompanying this Agreement as Exhibit A (the “
Disclosure Schedule ”). The Disclosure Schedule will be arranged in sections corresponding to the lettered and numbered sections contained in
this Agreement.
3.1 Organization of Nautilus . Nautilus is a corporation duly organized, validly existing, and in good standing under the laws of the State
of Washington.
3.2 Authorization of Transaction . Nautilus has full power and authority (including full corporate or other entity power and authority) to
execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation
of Nautilus, enforceable in accordance with its terms and conditions.
3.3 Non-contravention . Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated
hereby (including the assignments and assumptions referred to in Article 2 above) by Nautilus, will (a) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to
which Nautilus is subject or any provision of the charter or bylaws of Nautilus or (b) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which Nautilus is a party or by which it is bound or to which any of its
assets is subject (or result in the
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