Nautilus 2009 Annual Report Download - page 128

imposition of any Lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification,
cancellation, failure to give notice, or Lien would not have a Material Adverse Effect. Nautilus need not give notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions
contemplated by this Agreement (including the assignments and assumptions referred to in Article 2 above), except where the failure to give
notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect.
3.4 Brokers’ Fees
. Nautilus has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which Buyer could become liable or obligated.
3.5 Title to Assets . Nautilus has good and marketable title to, or a valid leasehold interest in, the Acquired Assets, free and clear of all
Liens or restriction on transfer.
3.6 Financial Information . Attached hereto as Exhibit E is selected historical financial information related to StairMaster (collectively
the “ Financial Information ”), including the value, as of November 30, 2009, of the StairMaster inventory and the StairMaster Open Purchase
Orders. The Financial Information was derived from Nautilus financial statements prepared in accordance with GAAP throughout the periods
covered thereby.
3.7 Inventory . The inventory of StairMaster included in the Acquired Assets consists of finished goods and warranty parts, all of which
are merchantable and fit for the purpose for which such products were manufactured, as set forth on Section 3.7 of the Disclosure Schedules,
none of which is slow-moving, obsolete, damaged, or defective, subject only to the reserve for inventory writedown set forth in the Financial
Information.
3.8 Contracts . With respect to the contracts and agreements set forth on Section 3.9 of the Disclosure Schedules (the “ Assumed
Contracts ”), to the Knowledge of Nautilus: (i) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material
respects; (ii) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material
breach or default, or permit termination, modification, or acceleration, under the agreement; and (iii) no party has repudiated any material
provision of the agreement.
3.9 Terms of Sale . Substantially all of the products manufactured, sold, leased, or delivered by StairMaster are subject to standard terms
and conditions of sale or lease, copies of which have been made available to Buyer.
3.10 Product Liability . StairMaster has no material liability (whether known or unknown, whether asserted or unasserted, whether
absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) arising out of any
injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, or delivered by
StairMaster.
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