Nautilus 2006 Annual Report Download - page 158

CHAPTER 5
ACTION PRIOR TO THE CLOSING DATE
The following actions have been or will be taken prior to the Closing Date:
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Article 4.2 Power and Authority . The execution and performance by Nautilus and Buyer of this Agreement and the other Transaction
Documents to which it is a party (i) are within its corporate power, (ii) have been duly authorized by all necessary corporate
action, (iii) do not contravene its respective Certificate of Incorporation or By-Laws or articles of association and (iv) do not
contravene any law or contractual restriction binding on or affecting it.
Article 4.3 Consents and Approvals . No authorization, consent or approval or other action by, and no notice to or filing with, any
governmental authority is required for the due execution, delivery and performance by Nautilus and Buyer of this
Agreement, except for PRC Government Authority approvals required for the acquisition by Buyer of the Assets. Nautilus
has the financial capacity to satisfy its financial obligations as contemplated herein.
Article 4.4 Binding Effect . This Agreement and each other Transaction Document to which it is a party is the legal, valid and binding
obligation of Nautilus and Buyer, enforceable against Nautilus and/or Buyer in accordance with its terms.
Article 4.5 Brokers’ or Finders’ Fees . Neither Nautilus nor Buyer has paid or become obligated to pay any fee or commission to any
broker, finder or intermediary for or on account of the transactions provided for in this Agreement.
Article 4.6 Acknowledgments.
Subject to the representations, warranties and covenants of Seller and the Shareholders as set forth in this
Agreement and the exhibits, schedules and attachments hereto, Nautilus and Buyer are relying on their own investigation as
to the condition of the Business and the Assets. Nautilus has been provided access to the books, records and personnel of
Seller and has been afforded an opportunity to make inquires and to review such information as Nautilus has requested for
the purpose of completing such investigation.
Article 4.7 Periodic Reports. The periodic reports on Form 10-K, Form 10-Q and Form 8-K filed by Nautilus with the U.S. Securities
and Exchange Commission (“SEC”) since June 30, 2006 (i) complied as to form in all material respects with the
requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and (ii) did not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Article 5.1
Establishment of Buyer
. Prior to the Closing Date, Nautilus shall file an