Nautilus 2006 Annual Report Download - page 164

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CHAPTER 7
CONDITIONS PRECEDENT TO OBLIGATIONS OF
SELLER AND THE SHAREHOLDERS
The obligations of Seller and the Shareholders under this Agreement shall be subject to the fulfillment on or prior to the Closing Date of the
following conditions, any one or more of which may be waived by Seller:
27
Article 6.12 Governmental Approvals . Nautilus and Buyer shall have received such approvals, including, without limitation, the
approval by the Xiamen Foreign Investment Bureau and such other approvals from a Government Authority as are necessary
or desirable for the completion of the transactions contemplated by this Agreement and the establishment of Buyer as a
wholly foreign owned enterprise registered in Xiamen, Fujian Province, PRC and the conduct of the Business by Buyer.
Article 6.13
[Intentionally left blank]
Article 6.14
Seller
’
s Non
-
Competition Agreement
. Seller shall have executed and delivered the Seller
’
s Non
-
Competition Agreement.
Article 6.15 Shareholders’ Non-Competition Agreement . The Shareholders shall have executed and delivered the Shareholders’ Non-
Competition Agreement.
Article 6.16 (*) Consulting Agreement . (*) shall have entered into a consulting agreement with Nautilus and/or Buyer whereby
(*) agrees to provide consulting services related to the Business for period of up to six months, subject to such reasonable
limitations and providing for such reasonable compensation as is mutually agreed by the Parties.
Article 7.1 Representations and Warranties Accurate . All representations and warranties of Nautilus and Buyer 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. Nautilus and Buyer shall
furnish Seller a certificate, dated the Closing Date and signed by a duly authorized officer stating the above in such form as
Seller or the Shareholders may reasonably request.
Article 7.2 Performance by Nautilus . Each of Nautilus and Buyer shall have performed and complied 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 be delivered to Seller a certificate to such effect, dated the Closing Date and signed by a duly authorized officer of each
of Nautilus and Buyer.
Article 7.3 Legal Prohibition . On the Closing Date there shall exist no injunction or final judgment, law or regulation prohibiting the
consummation of the transactions contemplated by this Agreement.
(*) Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.