Nautilus 2006 Annual Report Download - page 170

CHAPTER 11
TERMINATION
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interest between the Parties, each of Nautilus, Buyer and Seller shall use its best efforts to make such officers and employees
available to participate in such defense or prosecution, provided that, except as required pursuant to the provisions of
Chapter 8, the Party requiring the participation of such officers or employees shall pay all reasonable out-of-pocket costs,
charges and expenses arising from such participation.
Article 10.6 Confidentiality . Except in circumstances where the prior consent of Nautilus has been obtained and for a period of five
(5) years after the Closing Date, Seller and each Shareholder agrees that it shall not divulge to any Person any trade secret, or
secret process, method or means, or any other confidential information concerning the Business, Nautilus or Buyer that
comes to the knowledge of such Party by reason of its being a Party hereto unless and to the extent that (i) the disclosure is
required by law or (ii) such information is or becomes public knowledge otherwise than through the breach of this Article or
(iii) such information was obtained from a third party having no obligation of confidentiality with respect to such
information.
Article 10.7
[Intentionally left blank]
Article 10.8 Land America Name
. Seller agrees that following the Closing Date it will not, and each Shareholder agrees that it will cause
Seller not to, (i) use the name “Land America” in connection with the manufacture, distribution or sale of fitness equipment,
or (ii) transfer the name or any rights in the name “Land America”, or any confusingly similar name, to any third party
unless such party agrees that such name shall not be used in connection with the manufacture, distribution or sale of fitness
equipment.
Article 11.1 Termination Events . This Agreement may, by notice given on or prior to the Closing Date, in the manner hereinafter
provided, be terminated and abandoned:
11.1.1 By Nautilus and Buyer, on the one hand, or Seller and the Shareholders, on the other, if material default or breach shall be
made by the other with respect to the due and timely performance of any of its covenants and agreements contained herein,
or with respect to due compliance with any of its representations and warranties contained herein, and such default cannot be
cured, or shall have not been cured within forty
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five (45) days after receipt of notice specifying particularly such default;
11.1.2 By Nautilus and Buyer if all of the conditions set forth in Chapter 6 shall not have been satisfied (or are incapable of being
satisfied) on or before December 31, 2007 or waived by it on or before such date; or by Seller and the Shareholders, if all of
the conditions set forth in Chapter 8 shall not have been satisfied (or are incapable of being satisfied) by such date or waived
by it on or before such date;