Nautilus 2006 Annual Report Download - page 106

CHAPTER 11
TERMINATION
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Article 10.5 Cooperation in Litigation . In the event that, after the Closing Date, Nautilus, Buyer, Seller or the Shareholders shall require
the participation of officers and employees employed by each other to aid in the defense or prosecution of litigation or
claims, and so long as there exists no conflict of interest between the Parties, each of Nautilus, Buyer and Seller shall use its
best efforts to make such officers and employees available to participate in such defense or prosecution, provided that,
except as required pursuant to the provisions of Chapter 8, the Party requiring the participation of such officers or employees
shall pay all reasonable out
-
of
-
pocket costs, charges and expenses arising from such participation.
Article 10.6 Confidentiality . Except in circumstances where the prior consent of Nautilus has been obtained and for a period of five
(5) years after the Closing Date, Seller and each Shareholder agrees that it shall not divulge to any Person any trade secret, or
secret process, method or means, or any other confidential information concerning the Business, Nautilus or Buyer that
comes to the knowledge of such Party by reason of its being a Party hereto unless and to the extent that (i) the disclosure is
required by law or (ii) such information is or becomes public knowledge otherwise than through the breach of this Article or
(iii) such information was obtained from a third party having no obligation of confidentiality with respect to such
information.
Article 10.7 Registration of Shares. In the event the Option Exercise Deposit consists of shares of Nautilus common stock, not later than
30 days after the Closing Date Nautilus shall at its expense file a registration statement with the U.S. Securities and
Exchange Commission covering all shares distributed to Seller hereunder.
Article 11.1 Termination Events . This Agreement may, by notice given on or prior to the Closing Date, in the manner hereinafter
provided, be terminated and abandoned:
11.1.1 By Nautilus and Buyer, on the one hand, or Seller and the Shareholders, on the other, if material default or breach shall be
made by the other with respect to the due and timely performance of any of its covenants and agreements contained herein,
or with respect to due compliance with any of its representations and warranties contained herein, and such default cannot be
cured, or shall have not been cured within forty
-
five
(45) days after receipt of notice specifying particularly such default;
11.1.2
By Nautilus and Buyer if all of the conditions set forth in Chapter 6 shall not