Nautilus 2006 Annual Report Download - page 151

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agency agreements, technical information, engineering data, design and engineering specifications and similar materials
recording or evidencing Seller’s proprietary expertise used in or residing with the Business, whether purchased or developed
internally, included in the Assets are transferable to Buyer as herein contemplated. There is no conflict with the rights of
others known to Seller, or any claim or formal charge of infringement, with respect to any Intellectual Property of the
Business, or with respect to any license relating to the Business under which Seller is licensor or licensee. Seller has no
knowledge of the possible infringement by any third party of any Intellectual Property related to or used in the Business.
3.5.8 Contracts . Schedule 3.5.8 sets forth all of the following contracts of Seller relating to the Business: (a) all existing contracts
for the purchase of raw materials, commodities, merchandise, supplies, other materials or personal property with any
supplier under the terms of which Seller is likely to pay more than US$100,000 or the equivalent in RMB during the term of
the contract, excluding purchase orders issued to suppliers in the ordinary course of business; (b) all existing contracts for
the sale of raw materials, commodities, merchandise, supplies, other materials or personal property or for the furnishing of
services by or to the Business which involve more than the sum of US$100,000 or the equivalent thereof in RMB; (c) to the
extent not included in the foregoing, all broker, distributor, dealer, manufacturer's representative, sales, agency, sales
promotion, market research, marketing consulting or advertising contracts used in or relating to the Business; (d) all
contracts of, or relating to, employment of any officer or individual employee or contracts of independent contractors or
consultants relating to the Business and not cancellable without penalty within 30 days of notice of such cancellation; (e) all
mortgages, notes, loan or credit agreements or other contracts or obligations of Seller or to the direct or indirect guaranty or
assumption by Seller of obligations of others with respect to the Business or the Assets; and (f) all other contracts, whether
or not made in the ordinary course of business, which are material to the Business or the Assets. Except as noted in Schedule
3.5.8, each contract listed therein is in full force and effect and, subject to obtaining the consent of the other Party thereto is
assignable to Buyer without penalty or other adverse consequence. Seller (in relation to the Business) is not in default under
the terms of any such contract or in the payment of any principal of or interest on any indebtedness for borrowed money.
There are no contracts granting any Person any preferential rights to purchase any of the Assets or any of the properties or
assets of the Business other than in the ordinary course of the Business. All of the contracts listed in Schedule 3.5.8 are valid
and binding.
Article 3.6 Sufficiency of Assets . Except as set forth in Schedule 3.6, the Assets (a) constitute all of the assets, tangible and intangible,
of any nature whatsoever, necessary to operate the Business in the manner presently operated by Seller (it being understood
that Seller is not responsible for any operational or management errors in the conduct of the Business after the Closing), and
(b) except for the Excluded Assets, include all of the operating assets of Seller related to the Business.