Nautilus 2009 Annual Report Download - page 78

“ Buyer ” has the meaning set forth in the preface above.
“ Closing Financial Statements ” has the meaning set forth in Section 2.4(a) below.
“ Commercial Indoor Cycle ” means commercial grade indoor cycling bikes sold through the commercial sales channel.
“ Closing ” has the meaning set forth in Section 2.5 below.
“ Closing Date ” has the meaning set forth in Section 2.5 below.
“ Code ” means the Internal Revenue Code of 1986, as amended.
“ 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.
“ Estimated Purchase Price ” has the meaning set forth in Section 2.3 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.
“ Hart-Scott-Rodino Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
“ 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: Kenneth Fish, Wayne Bolio and Tim
Peters.
“ License Agreement ” means the License Agreement providing for the license by Nautilus to Buyer of certain intellectual property in the
form attached hereto as Exhibit F .
“ 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 consistent with past custom and practice (including with respect
to quantity and frequency).
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