Nautilus 2000 Annual Report Download - page 91

Download and view the complete annual report

Please find page 91 of the 2000 Nautilus annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 100

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100

damages for the breach hereof, the nonprevailing party in any action pursued in courts of competent jurisdiction (the finality of which action is
not legally contested) agrees to pay to the prevailing party all reasonable costs, damages and expenses, including attorneys' fees, expended or
incurred in connection therewith; provided, however, that if more than one item is disputed and the final decision is against each party as to one
or more of the disputed items, then such costs, expenses and attorneys' fees shall be apportioned in accordance with the monetary values of the
items decided against each party.
11.12 Separability. If one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining provisions or any other application thereof shall in no way be affected or
impaired.
11.13 Further Action. Seller and Purchaser agree that they will, at any time and from time to time after the Closing Date, upon the request of the
other party, do, execute, acknowledge, and deliver or will cause to be done, executed, acknowledged and delivered all such further acts, deeds,
assignments, transfer, conveyances, powers of attorney and assurances as may be reasonably required for the effective assigning, transferring,
granting, conveying, assuring and confirming to them, their heirs, legal representatives or assigns or for aiding and assisting in the collecting
and reducing to possession, any and all of the assets or property to be assigned to them as provided herein, at the cost of the requesting party.
11.14 Right to Possession. Upon Closing, Purchaser shall be entitled to exclusive possession of the Property subject to the following:
(a)
If Seller deems it necessary for an orderly transition of Seller's business to a new facility, and for the period commencing with
Closing Date through August15 2000, Seller shall have the right to retain exclusive possession of all of the warehouse and
manufacturing areas on the Property, but Purchaser shall have unrestricted access to, and possession of, all office areas on the Property
which office areas shall be delivered by Seller to Purchaser on the Closing Date in a broom clean condition with all of Seller's personal
property (not subject to sale to Purchaser) removed from said office areas;
(b)
In addition to the above, and for the period commencing August16, 2000 through August31, 2000, Seller shall have the right to retain
possession of up to 10,000 square feet of warehouse and manufacturing area, the precise location of which shall be as agreed between
Purchaser and Seller, which agreement shall not be unreasonably withheld by either party;
(c)
On and after September1, 2000, Seller shall have no further right to occupy or possess any portion of the Property and, if Seller holds
over without Purchaser's consent, Purchaser may pursue its remedies at law for unlawful detainer and any other legal remedies;
(d)
If Seller retains possession of any portion of the Property following Closing as provided above, Seller agrees to defend, indemnify
and hold Purchaser harmless from any loss, damage, injury, claims, actions, costs, and expenses, including attorneys' fees, arising from
or relating to the activities of Seller, its employees agents and contractors on the Property; and
(e)
During any period where Seller retains possession of any portion of the property as provided above, Purchaser agrees to defend,
indemnify and hold Seller harmless from any loss, damage, injury, claims, actions, costs and expenses, including attorneys' fees, arising
from or related to Purchaser's, its employees', agent's and contractor's grossly negligent or wrongful acts or omissions on the Property.
11.15 Agreement Date. All references in this Agreement to the "date hereof," "the date of this Agreement," or other phrases of similar import
shall be deemed to refer to the date first written above at the beginning of this Agreement.
81
2002. EDGAR Online, Inc.