Nautilus 2006 Annual Report Download - page 171

Each Party's right of termination hereunder is in addition to any other rights it may have hereunder or otherwise, including,
without limitation, Nautilus’s rights pursuant to Article 12.2.
CHAPTER 12
OTHER PROVISIONS
34
11.1.3 By either Nautilus and Buyer, on the one hand, or Seller and the Shareholders, on the other, if in the case of Seller and the
Shareholders, Nautilus, or in the case of Nautilus and Buyer, Seller or any Shareholder, becomes bankrupt, or is the subject
of proceedings for liquidation or dissolution, or ceases to carry on business or becomes unable to pay its or his debts as they
become due;
11.1.4
By written mutual consent of Nautilus and Seller; or
11.1.5 By either Nautilus or Seller if the Closing shall not have occurred, through no fault of any Party, on or before December 31,
2007, or such later date as may be agreed upon by
the Parties.
Article 11.2 Effect of Termination . In the event this Agreement is terminated pursuant to Article 11.1, all further obligations of the
Parties hereunder shall terminate and, unless terminated pursuant to Article 11.1.4, the Four Million U.S. Dollar
(U.S.$4,000,000) option fee delivered to Seller pursuant to the Option Agreement shall be retained by Seller.
Article 12.1 Survival of Representations and Warranties . The representations and warranties contained in this Agreement shall survive
the Closing for a period of (*) months from the Closing Date, provided , that the representations and warranties set forth in
Articles 3.2 and 3.14 shall survive for an indefinite period, and the representations and warranties set forth in Article 3.18
shall survive until the (*) month anniversary of the Closing Date); and provided further , that in the event a claim for
indemnification is made by Nautilus in respect of any representation and warranty made by Seller or either Shareholder prior
to the expiration of such representation or warranty, Nautilus shall be entitled to the benefits of the indemnification
provisions hereunder as long as such claim is being prosecuted in good faith.
Article 12.2
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Article 12.3 Responsibility for Taxes . Each Party shall pay its own transaction-
related Taxes arising out of the transactions contemplated
by this Agreement. Seller shall also pay any filing or recording fees payable in connection with the instruments of transfer
provided for herein, including, without limitation, any supplemental land grant fee premium required by the Xiamen
Municipal Government as a condition to its approval of the transfer of the Land. Prior
(*) 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.