Nautilus 2009 Annual Report Download - page 91

representation, warranty, or covenant contained in this Agreement in any material respect, Nautilus has notified Buyer of the breach, and
the breach has continued without cure for a period of thirty (30) days after the notice of breach or (ii) if the Closing shall not have occurred
on or before December 30, 2009, by reason of the failure of any condition precedent under Section 7.2 hereof (unless the failure results
primarily from Nautilus itself breaching any representation, warranty, or covenant contained in this Agreement).
9.2 Effect of Termination . If any Party terminates this Agreement pursuant to Section 9.1 above, all rights and obligations of the Parties
hereunder shall terminate without any liability of any Party to the other Party (except for any liability of any Party then in breach); provided,
however, that the confidentiality provisions contained in Section 5.5 above shall survive termination.
ARTICLE 10 - MISCELLANEOUS
10.1 Press Releases and Public Announcements . No Party shall issue any press release or public announcement relating to the subject
matter of this Agreement prior to the Closing without the prior written approval of the other Party; provided, however, that any Party may make
any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly traded
securities (in which case the disclosing Party will use its reasonable best efforts to advise the other Party prior to making the disclosure), and
provided further, that Buyer acknowledges that Nautilus will need to publicly disclose this Agreement and the subject matter hereof to comply
with rules and regulations of the Securities and Exchange Commission, and Buyer consents to such disclosure.
10.2 No Third-Party Beneficiaries . This Agreement shall not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns.
10.3 Entire Agreement
. This Agreement (including the documents referred to herein) constitutes the entire agreement between the Parties
and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any
way to the subject matter hereof.
10.4 Succession and Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder
without the prior written approval of the other Party; provided, however, that Buyer may (a) assign any or all of its rights and interests hereunder
to one or more of its Affiliates and (b) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases
Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).
10.5 Counterparts . This Agreement may be executed in one or more counterparts (including by means of facsimile), each of which shall
be deemed an original but all of which together will constitute one and the same instrument.
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