Nautilus 2006 Annual Report Download - page 107

Each Party’s right of termination hereunder is in addition to any other rights it may have hereunder or otherwise, including,
without limitation, Nautilus’s rights pursuant to Article 12.2.
CHAPTER 12
OTHER PROVISIONS
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have been satisfied (or are incapable of being satisfied) on or before December 31, 2007 or waived by it on or before such
date; or by Seller and the Shareholders, if all of the conditions set forth in Chapter 8 shall not have been satisfied (or are
incapable of being satisfied) by such date or waived by it on or before such date;
11.1.3 By either Nautilus and Buyer, on the one hand, or Seller and the Shareholders, on the other, if in the case of Seller and the
Shareholders, Nautilus, or in the case of Nautilus and Buyer, Seller or any Shareholder, becomes bankrupt, or is the subject
of proceedings for liquidation or dissolution, or ceases to carry on business or becomes unable to pay its or his debts as they
become due;
11.1.4
By written mutual consent of Nautilus and Seller; or
11.1.5 By either Nautilus or Seller if the Closing shall not have occurred, through no fault of any Party, on or before December 31,
2007, or such later date as may be agreed upon by
the Parties.
Article 11.2 Effect of Termination . In the event this Agreement is terminated pursuant to Article 11.1, all further obligations of the
Parties hereunder shall terminate, the Option Exercise Deposit shall be disbursed to the Parties in accordance with the
Escrow Agreement, and unless terminated as provided in Article 11.1.4, the Two Million U.S. Dollar (U.S. $2,000,000)
option fee delivered to Seller pursuant to the Option Agreement shall be retained by Seller.
Article 12.1 Survival of Representations and Warranties . The representations and warranties contained in this Agreement shall survive
the Closing for a period of (*) months from the Closing Date, provided , however that in the event a claim for
indemnification is made by Nautilus in respect of any representation and warranty (other than those in Articles 3.2 and 3.13
which shall continue for an indefinite period) made by Seller or either Shareholder prior to the expiration of such (*) month
period, Nautilus shall be entitled to the benefits of the indemnification provisions hereunder as long as such claim is being
prosecuted in good faith.
Article 12.2
[Intentionally left blank]
Article 12.3 Responsibility for Taxes . Each Party shall pay its own transaction-
related Taxes arising out of the transactions contemplated
by this Agreement.
(*) Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.