Nautilus 2006 Annual Report Download - page 169

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Article 10.2 Customer and Other Business Relationships
. After the Transfer Completion, Seller and the Shareholders will cooperate with
Nautilus and Buyer in their efforts to continue and maintain for the benefit of Buyer those business relationships of Seller
existing prior to the Closing and relating to the Business, including relationships with lessors, employees, regulatory
authorities, licensors, customers, suppliers and others, and Seller will satisfy its liabilities in a manner that is not detrimental
to any of such relationships. Seller and the Shareholders will refer to Buyer all inquiries relating to the Business. Neither
Seller nor either Shareholder nor any of their respective officers, employees, agents or shareholders shall take any action that
would tend to diminish the value of the Assets after the Closing or that would interfere with the Business, including
disparaging the name or business of Nautilus or Buyer.
Article 10.3 Retention of and Access to Records . After the Closing Date, Buyer shall retain for a period consistent with Nautilus's
record-retention policies and practices those records of Seller delivered to Buyer. Nautilus will ensure that Buyer also shall
provide Seller and the Shareholders and their representatives reasonable access thereto, during normal business hours and on
at least three days' prior written notice, to enable them to prepare financial statements or tax returns or deal with tax audits.
After the Closing Date, Seller shall provide Buyer and its representatives reasonable access to records that are Excluded
Assets, during normal business hours and on at least three days' prior written notice, for any reasonable business purpose
specified by Buyer in such notice.
Article 10.4 Mutual Cooperation with Respect to Taxes . Each of Nautilus and Buyer, on the one hand, and Seller and the Shareholders,
on the other, will provide the other with such assistance as may reasonably be requested by either of them in connection with
the preparation of any tax return, any audit or other examination by any taxing authority, or any judicial or administrative
proceedings relating to liability for any Taxes relating to the transactions contemplated by this Agreement. Each such Party
will retain and provide the other with any records or information which may be relevant to such return, audit or examination,
proceedings or determination. Such assistance shall include making employees available on a mutually convenient basis to
provide additional information and explanation of any material provided hereunder and shall include providing copies of any
relevant tax returns and supporting work schedules. The Party requesting assistance hereunder shall reimburse the other for
reasonable out
-
of
-
pocket expenses incurred in providing such assistance.
Article 10.5 Cooperation in Litigation . In the event that, after the Closing Date, Nautilus, Buyer, Seller or the Shareholders shall require
the participation of officers and employees employed by each other to aid in the defense or prosecution of litigation or
claims, and so long as there exists no conflict of