Nautilus 2000 Annual Report Download - page 77

agreements shall be assigned to Purchaser at Closing and Purchaser shall assume all of Seller's rights and obligations thereunder as of the
Closing Date.
4.2 Materialman's and Mechanic's Liens. On or before the Closing Date, Seller shall pay for any materials, supplies or work provided or
ordered for the Property by Seller or Seller's agent prior to the Closing and for which a labor, materialman's or mechanic's lien may be claimed
under applicable law and, if required by the Title Company, shall provide the Title Company with such indemnifications or security as it may
require to insure title to the Property at the Closing without exception for any unrecorded labor, materialman's or mechanic's claim of lien
arising through Seller.
4.3 Property Condition at Closing. At Closing Seller shall deliver the Property to Purchaser in substantially the same condition as existing as of
the date of this Agreement, except for normal wear and tear, and except as follows:
(a)
the building floors under the equipment removed by Seller shall be in a reasonably level and smooth condition and shall be broom
swept clean;
(b)
all heating and ventilation ducting within the manufacturing area for specific workstations or processes shall be removed by Seller (it
being understood that all general ducting, heating and cooling systems and general HVAC systems shall remain in place);
(c)
all exposed electrical distribution systems within the manufacturing area shall be removed by Seller to the nearest wall or ceiling
mounted electrical junction box; and
(d)
Seller shall remove all of Seller's personal property except that which is sold to Purchaser pursuant to the terms hereof.
Each of the above conditions shall conclusively be deemed satisfied, or waived, upon the Closing.
ARTICLE 5.
REPRESENTATIONS AND WARRANTIES
5.1 Representations and Warranties of Seller. For the purposes of inducing Purchaser to enter into this Agreement and to consummate the
transactions contemplated hereby pursuant to the terms and conditions hereof, and to Seller's actual knowledge, Seller represents and warrants
to Purchaser, as of the date hereof and as of the Closing Date, except as otherwise set forth herein, as follows:
(a)
Seller is (i)a corporation duly organized, validly existing and in good standing under the laws of the state in which Seller was
organized, (ii)has full power, authority and legal right to carry on its business as now being conducted and to own the Property, and
(iii)is duly qualified or licensed to do business and is in good standing in the jurisdiction where the Property is located unless Seller has
been advised by legal counsel that such qualification is not required by applicable state law;
(b)
Seller has full power, authority and legal right to execute, deliver and perform this Agreement, and all other documents and
certificates contemplated hereby, and the execution, delivery and performance thereof have been duly authorized by Seller;
(c)
No other action is or was required to be taken by Seller to permit the execution, delivery and performance of this Agreement, and all
other documents and certificates contemplated hereby, and the transactions contemplated hereby, and no consent or approval of any
third party or governmental authority is or was required or appropriate in connection with the execution of this Agreement, or to
consummate the transactions contemplated hereby;
(d)
This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms;
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