Nautilus 2009 Annual Report Download - page 166

(b) Nautilus has complied with all immigration laws, rules and regulations relating to the employment of foreign nationals; and
(c) There is no pending, or to the Knowledge of Nautilus, threatened employment-related litigation by any person who was in the
past or is currently employed at the Virginia Facility.
3.14 Environmental, Health and Safety Matters . Except as may be disclosed on the Disclosure Schedules:
(a) In operating the Virginia Facility, to Nautilus’s Knowledge, Nautilus has complied with all applicable federal, state and local
environmental, health and safety requirements and permits issued thereunder;
(b) Nautilus has not received any written or oral notice, report or other information regarding any actual or alleged violation of any
federal, state or local environmental, health and safety requirements, or any liabilities or potential liabilities, including any investigatory,
remedial or corrective obligations, relating to the Virginia Facility arising under federal, state or local environmental, health and safety
requirements; and
(c) None of the following exists at the Virginia Facility: (1) underground storage tanks, (2) asbestos-containing materials in any form
or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
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 duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its organization.
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
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