Nautilus 2006 Annual Report Download - page 160

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Article 5.7 Compliance with Laws, etc . Seller shall comply with all applicable laws and shall conduct the Business in such a manner
that on the Closing Date the representations and warranties contained in this Agreement shall be true as though such
representations and warranties were made on and as of such date.
Article 5.8 Best Efforts . Each of the Parties hereto shall use its best efforts to fulfill all of the conditions set forth in this Agreement
over which it has control or influence (including obtaining any authorizations, consents, approvals or waivers necessary to
the performance of such Party's obligations hereunder) and to consummate the transactions contemplated herein.
Article 5.9
Nautilus's Access to Information and Records Before the Closing
. Subject to the provisions of Article 5.13 concerning
contact with Seller’s suppliers, Seller shall give Nautilus, its employees, counsel, accountants and other representatives full
access throughout the period prior to the Closing Date, to all of the properties, books, contracts, commitments, customers,
suppliers, distributors and records of the Business, and furnish to Nautilus during such period all such information
concerning the Business as Nautilus may reasonably request. Subject to the provisions of Article 5.13, representatives of
Nautilus shall be allowed to have unrestricted contact with employees employed in the Business and with past and present
customers, suppliers and distributors of the Business, for the purpose of accomplishing an orderly transfer of the Business to
Buyer on the Closing Date.
Article 5.10 Removing Excluded Assets . On or before the Closing Date, Seller shall remove all Excluded Assets from all Facilities and
other Real Property to be occupied by Buyer. Such removal shall be done in such manner as to avoid any damage to the
Facilities and other properties to be occupied by Buyer and any disruption of the business operations to be conducted by
Buyer after the Closing. Any damage to the Assets or to the Facilities resulting from such removal shall be paid by Seller at
the Closing. Should Seller fail to remove the Excluded Assets as required by this Article, Buyer shall have the right, but not
the obligation, (a) to remove the Excluded Assets at Seller’s sole cost and expense; (b) to store the Excluded Assets and to
charge Seller all storage costs associated therewith; (c) to treat the Excluded Assets as unclaimed and to proceed to dispose
of the same under the laws governing unclaimed property; or (d) to exercise any other right or remedy conferred by this
Agreement or otherwise available at law. Seller shall promptly reimburse Buyer for all costs and expenses incurred by Buyer
in connection with any Excluded Assets not removed by Seller on or before the Closing Date.
Article 5.11 Interim Financial Statements . Until the Closing Date, Seller shall deliver to Buyer within twenty (20) days after the end of
each month a copy of the internally prepared income statement and balance sheet for such month prepared in a manner and
containing information consistent with Seller’s current practices and certified by the CEO/President and chief financial
officer of Seller as to compliance with Article 3.12.