Nautilus 2009 Annual Report Download - page 79

“ Party ” has the meaning set forth in the preface above.
“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, any other business entity or a governmental entity (or any department, agency, or political
subdivision thereof).
“ Purchase Price ” has the meaning set forth in Section 2.3 below.
“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended.
“ Schwinn ” means Nautilus with respect to its Schwinn brand Commercial Indoor Cycle operations, including the manufacturing,
marketing, and sales of Commercial Indoor Cycle products under the Schwinn trademark.
“ Nautilus ” has the meaning set forth in the preface above.
“ Tax ” or “ Taxes ” means any federal, state, local, or non-U.S. income, gross receipts, license, payroll, employment, excise, severance,
stamp, occupation, premium, windfall profits, environmental (including taxes under Code section 59A), customs duties, capital stock, franchise,
profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration,
value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, whether computed on a separate or consolidated,
unitary or combined basis or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not.
“ Tax Benefit ” has the meaning set forth in Section 8.5 below.
“ Third-Party Claim ” has the meaning set forth in Section 8.4 below.
ARTICLE 2 - BASIC TRANSACTION
2.1 Purchase and Sale of Assets . On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Nautilus,
and Nautilus agrees to sell, transfer, convey, and deliver to Buyer, all of the Acquired Assets at the Closing for the consideration specified below
in this Article 2. Buyer acknowledges and agrees that the Acquired Assets do not include raw materials, work in progress or any assets related to
the manufacture, marketing and sale of any products other than Commercial Indoor Cycles sold under the Schwinn brand.
2.2 Assumption of Liabilities . On and subject to the terms and conditions of this Agreement, Buyer agrees to assume and become
responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any
other obligation or liability of Nautilus not included within the definition of Assumed Liabilities.
2.3 Purchase Price . Buyer agrees to pay to Nautilus an amount (the “ Purchase
3