Nautilus 2009 Annual Report Download - page 136

respect to StairMaster and the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Buyer and Nautilus
hereby waive any statutory, equitable, or common law rights or remedies relating to any environmental, health, or safety matters.
ARTICLE 9 - TERMINATION
9.1 Termination of Agreement . Certain of the Parties may terminate this Agreement as provided below:
(a) Buyer and Nautilus may terminate this Agreement by mutual written consent at any time prior to the Closing;
(b) Buyer may terminate this Agreement by giving written notice to Nautilus at any time prior to the Closing (i) in the event Nautilus
has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Buyer has notified Nautilus
of the breach, and the breach has continued without cure for a period of thirty (30) days after the notice of breach or (ii) if the Closing shall not
have occurred on or before December 31, 2009, by reason of the failure of any condition precedent under Section 7.1 hereof (unless the failure
results primarily from Buyer itself breaching any representation, warranty, or covenant contained in this Agreement); and
(c) Nautilus may terminate this Agreement by giving written notice to Buyer at any time prior to the Closing (i) in the event Buyer
has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Nautilus has notified Buyer
of the breach, and the breach has continued without cure for a period of thirty (30) days after the notice of breach or (ii) if the Closing shall not
have occurred on or before December 31, 2009, by reason of the failure of any condition precedent under Section 7.2 hereof (unless the failure
results primarily from Nautilus itself breaching any representation, warranty, or covenant contained in this Agreement).
9.2 Effect of Termination . If any Party terminates this Agreement pursuant to Section 9.1 above, all rights and obligations of the Parties
hereunder shall terminate without any liability of any Party to the other Party (except for any liability of any Party then in breach); provided,
however, that the confidentiality provisions contained in Section 5.5 above shall survive termination.
ARTICLE 10 - MISCELLANEOUS
10.1 Press Releases and Public Announcements . No Party shall issue any press release or public announcement relating to the subject
matter of this Agreement prior to the Closing without the prior written approval of the other Party; provided, however, that any Party may make
any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly traded
securities (in which case the disclosing Party will use its reasonable best efforts to advise the other Party prior to making the disclosure), and
provided further, that Buyer acknowledges that Nautilus will need to publicly disclose this Agreement and the subject matter hereof to comply
with rules and regulations of the Securities and Exchange Commission, and Buyer consents to such disclosure.
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