Nautilus 2009 Annual Report Download - page 167

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).
4.4 Brokers’ Fees . Buyer 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.
ARTICLE 5 - PRE-CLOSING COVENANTS
The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing:
5.1 General . Each of the Parties will use its reasonable best efforts to take all actions and to do all things necessary, proper, or advisable
in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the
Closing conditions set forth in Article 7 below).
5.2 Notices and Consents . Nautilus will give any notices to third parties, and Nautilus will use its commercially reasonable efforts to
obtain any third-party consents referred to in Section 3.3 above and the items set forth in Schedule 7.1(c) hereto. Each of the Parties will give
any notices to, make any filings with, and use its commercially reasonable efforts to obtain any authorizations, consents, and approvals of
governments and governmental agencies in connection with the matters referred to in Sections 3.3 and 4.3 above.
5.3 Full Access . Nautilus will permit representatives of Buyer (including legal counsel and accountants) to have full access at all
reasonable times, and in a manner so as not to interfere with the normal business operations of Nautilus, to all premises, properties, personnel,
books, records (including Tax records), contracts, and documents of or pertaining to the Business. Buyer will treat and hold as such any
Confidential Information it receives from Nautilus and its subsidiaries (and their representatives) in the course of the reviews contemplated by
this Section 5.3, will not use any of the Confidential Information except in connection with this Agreement, and, if this Agreement is terminated
for any reason whatsoever, will return to Nautilus all tangible embodiments (and all copies) of the Confidential Information that are in its
possession.
5.4 Notice of Developments . Each Party will give prompt written notice to the other Party of any material adverse development causing a
breach of any of its own representations and warranties in Articles 3 and 4 above. No disclosure by any Party pursuant to this Section 5.4,
however, shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or
breach of covenant.
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