Nautilus 2009 Annual Report Download - page 129

3.11 Customers and Suppliers .
(a) Section 3.11 of the Disclosure Schedule lists the ten (10) largest customers of StairMaster for each of the two (2) most recent
fiscal years and sets forth opposite the name of each such customer the percentage of consolidated net sales attributable to such customer.
Section 3.11 of the Disclosure Schedule also lists any additional current customers that StairMaster anticipates shall be among the ten
(10) largest customers for the current fiscal year.
(b) Since the date of the Most Recent Balance Sheet, no material supplier of StairMaster has indicated in writing that it shall stop, or
materially decrease the rate of, supplying materials, products or services to StairMaster, and no customer listed on Section 3.11 of the Disclosure
Schedule has indicated in writing that it shall stop, or materially decrease the rate of, buying materials, products or services from StairMaster.
ARTICLE 4 - BUYER'S REPRESENTATIONS AND WARRANTIES
Buyer represents and warrants to Nautilus that the statements contained in this Article 4 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 4).
4.1 Organization of Buyer . Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws
of the jurisdiction of its incorporation (or other formation).
4.2 Authorization of Transaction . Buyer 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 Buyer, enforceable in accordance with its terms and conditions. The execution, delivery and performance of this Agreement and all other
agreements contemplated hereby have been duly authorized by Buyer.
4.3 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 Buyer, 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 Buyer is
subject or any provision of its charter, bylaws, or other governing documents 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 Buyer is a party or by which it is bound or to which any of its assets are
subject. Buyer need not give any 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).
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