Nautilus 2009 Annual Report Download - page 160

“ Business ” means the Commercial Fitness Equipment business operated by Nautilus.
“ Buyer ” has the meaning set forth in the preface above.
“ Closing ” means the closing of the Buyer’s purchase of the Acquired Assets from Nautilus as described in Section 2.5.
“ Closing Date ” has the meaning set forth in Section 2.5 below.
“ Code ” means the Internal Revenue Code of 1986, as amended.
“ Commercial Fitness Equipment ” means Nautilus-branded commercial grade strength training equipment manufactured in the Nautilus
manufacturing facility located in Independence, Virginia and Nautilus-branded commercial grade cardio fitness equipment purchased from
contract manufacturers.
“ Confidential Information ” means any information concerning the business and affairs of Nautilus that is not already generally
available to the public.
“ Disclosure Schedule ” has the meaning set forth in Article 3 below.
“ Financial Information ” has the meaning set forth in Section 3.6 below.
“ GAAP ” means United States generally accepted accounting principles as in effect from time to time, consistently applied.
“ Indemnified Party ” has the meaning set forth in Section 8.4 below.
“ Indemnifying Party ” has the meaning set forth in Section 8.4 below.
“ Knowledge ” means, with respect to Nautilus, actual knowledge of the following individuals: Tim Peters, Kenneth Fish and Wayne
Bolio.
“ Lease Agreement ” means the Lease Agreement providing for the lease by Nautilus to Buyer of certain real property located in
Independence, Virginia in the form attached hereto as Exhibit F .
“ License Agreement ” means the License Agreement providing for the license by Nautilus to Buyer of certain intellectual property used
in the Business. The License Agreement shall be substantially in the form attached hereto as Exhibit G .
“ Lien ” means any mortgage, pledge, lien, encumbrance, charge, or other security interest other than (a) liens for Taxes not yet due and
payable, (b) purchase money liens and liens securing rental payments under capital lease arrangements, and (c) other liens arising in the Ordinary
Course of Business and not incurred in connection with the borrowing of money.
“ Ordinary Course of Business ”
means the ordinary course of business of Nautilus in operating the Business, consistent with past custom
and practice (including with respect to quantity and frequency of activities).
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