Nautilus 2006 Annual Report Download - page 126
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This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made
herein and is irrevocable and shall not be terminated by any act of any Selling Party or by operation of law. Each Selling Party
hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by
the Representative pursuant to this Section 15. Bruno agrees to serve as the Representative and be bound by the terms of this
Agreement relating thereto.
[Remainder of this page intentionally left blank.]
11
14. Governing Law. This Agreement shall be governed by the laws of the State of Washington without regard to conflicts of law principles
that would require the application of any other law.
15.
Representative of Selling Parties
.
(a) Each Selling Party hereby constitutes and appoints the Representative as their representative and their true and lawful attorney in
fact, with full power and authority in each of their names and on behalf of each of them:
(i) to act on behalf of each of them in the absolute discretion of the Selling Parties Representative in connection with this
Agreement, including, without limitation, with the power to: (A) execute and deliver the Closing Release Instructions
pursuant to Section 3(a) and other release instructions pursuant to Section 3(d), (B) designate the accounts for payment of
the amounts released from escrow; (C) deliver any Counter Notice under Section 3(b)(2); (D) deliver any instructions
pursuant to Section 5; (E) give and receive notices pursuant to Section 8 and this Agreement; (F) waive any provision of this
Agreement pursuant to Section 12; and (G) accept service of process pursuant to Section 9; and
(ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts,
instructions and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 15.
(b)
Nautilus and the Escrow Agreement shall be entitled to rely upon any document or other paper delivered by the Representative as
(i) genuine and correct and (ii) having been duly signed or sent by the Representative, and neither Nautilus nor the Escrow Agent
shall be liable to any of the Selling Parties for any action taken or omitted to be taken by Nautilus or the Escrow Agent in such
reliance.