Nautilus 2006 Annual Report Download - page 162

CHAPTER 6
CONDITIONS PRECEDENT TO OBLIGATIONS OF NAUTILUS
Except for Seller’
s retention of the $4,000,000 Option Fee in the event Closing does not occur, the obligations of Nautilus and Buyer under this
Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of all of the following conditions, any one or more of which may
be waived by Nautilus:
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Article 6.1 Representations and Warranties Accurate . All representations and warranties of Seller and the Shareholders contained in
this Agreement shall have been true in all material respects when made and shall be true in all material respects at and as of
the Closing Date as if such representations and warranties were made at and as of the Closing Date. Seller shall furnish
Nautilus and Buyer with a certificate, dated the Closing Date and signed by the legal representative of Seller and by each
Shareholder, stating the above in such form as Nautilus may reasonably request.
Article 6.2 Absence of Certain Changes . Since the date hereof and prior to the Closing Date, there shall not have occurred or been
discovered:
(a) any material adverse change in the business, financial condition, prospects or results of operations of the Business, other
than a material adverse change resulting from a material reduction in the volume of purchases by Nautilus;
(b) any new law, rule or regulation or the amendment or interpretation of any existing law, rule or regulation, materially
adversely affecting the operation of the Business or the ability of Seller to convey, assign and transfer to Buyer any of the
Assets, the Business and other contractual rights pertaining to the Business with the effect of materially affecting the value
of, or the ability of Buyer to operate as presently operated, the Business; or
(c) damage or destruction in the nature of a casualty loss or claim, whether covered by insurance or not, materially adversely
affecting the operation of the Business or the ability of Seller to convey, assign and transfer to Buyer any of the Assets, the
Business and other contractual rights pertaining to the Business with the effect of materially affecting the value of, or the
ability of Buyer to operate as presently operated, the Business, and there shall have been delivered to Nautilus a certificate to
that effect, dated the Closing Date and signed by the legal representative of Seller.
Article 6.3 Performance by Seller.
Seller shall have performed and complied in all materials respects with all agreements and conditions
required by this Agreement to be performed and complied with by it prior to or on the Closing Date, and there shall have
been delivered to Nautilus and Buyer a certificate to that effect, dated the Closing Date and signed by the legal
representative of Seller.
Article 6.4 Opinions of Counsel for Seller and the Shareholders . Nautilus shall have received from The Universal Legal Corp., PRC
counsel to Seller and the