Nautilus 2006 Annual Report Download - page 172
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35
to the Closing, Seller and Buyer shall have paid stamp duties in respect of this Agreement. Buyer acknowledges that its taxes
will include VAT on the amount of Inventory purchased and Deed Tax on applicable items.
Article 12.4 Complete Agreement . This Agreement, including the Schedules and Exhibits attached hereto and the documents referred to
herein, together with the Escrow Agreement shall constitute the entire agreement between the Parties hereto with respect to
the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such
subject matter, including without limitation the Option Agreement.
Article 12.5 Passage of Title and Risk of Loss . Title and risk of loss with respect to the Assets and rights to be transferred hereunder
shall not pass to Buyer until the Assets or right is transferred at the Closing hereunder.
Article 12.6 Waiver, Discharge, etc . This Agreement may not be released, discharged, abandoned, changed or modified in any manner,
except by an instrument in writing signed on behalf of each of the Parties hereto by their duly authorized representatives.
The failure of any Party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to
be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part thereof or the right of
any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be
a waiver of any other or subsequent breach.
Article 12.7
Notices
. Any notice or other communication required or permitted hereunder shall be given in writing and shall be
addressed to the relevant Party at the address set forth below or at such other address as such Party may designate by ten
Business Days' advance written notice to the other Parties. Any notice addressed to the relevant Party shall be deemed to
have been delivered: (a) if delivered by hand when delivered, (b) if sent by pre-paid United States registered mail, on the
fifth (5th) Business Day after the date of posting, (c) if given or made by facsimile, on the following Business Day after the
transmission is sent (as long as the sender has a confirmation report specifying the facsimile number of the recipient, the
number of pages sent and the date of the transmission) and, (d) if given or made by electronic mail, on the following
Business Day after the electronic mail is sent (as long as the sender has confirmation records confirming delivery by the
sender and receipt by the recipient of the electronic mail).