Nautilus 2009 Annual Report Download - page 85

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.
ARTICLE 6 - POST-CLOSING COVENANTS
The Parties agree as follows with respect to the period following the Closing:
6.1 General . In case at any time after the Closing any further actions are necessary to carry out the purposes of this Agreement, each of
the Parties will take such further actions (including the execution and delivery of such further instruments and documents) as the other Party may
reasonably request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor
under Article 8 below).
6.2 Litigation Support . In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any
fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving Schwinn, the other Party will cooperate with the contesting or defending Party and its counsel in the contest or
defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with
the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to
indemnification therefor under Article 8 below).
6.3 Transition . Nautilus will not take any action that is designed or intended to have the effect of discouraging any licensor, customer,
supplier, or other business associate of Schwinn from maintaining the same business relationships with Buyer after the Closing as it maintained
with Schwinn prior to the Closing. During the ninety (90) day period immediately following the Closing, Nautilus agrees to place purchase
orders with its suppliers of Schwinn Commercial Indoor Cycle products as requested by Buyer; provided
, that Buyer shall be obligated to pay to
Nautilus the full amount of any such purchase orders three (3) business days prior to the purchase order payment date. Title to any such products
shall be transferred from Nautilus to Buyer upon entry into the U.S.
6.4 Warranty . As part of the Assumed Liabilities, and subject to Section 8.2(c), Buyer shall be responsible for all warranty liability for
Schwinn Commercial Indoor Cycle products.
ARTICLE 7 - CONDITIONS TO OBLIGATION TO CLOSE
7.1 Conditions to Buyer’s Obligation . The obligation of Buyer to consummate the transactions to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions:
(a) the representations and warranties set forth in Article 3 above shall be true and correct in all material respects at and as of the
Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” in which case such
representations and warranties (as so written, including the term “material”)
shall be true and correct in all respects at and as of the Closing
Date;
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