Nautilus 2006 Annual Report Download - page 185

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11. Section Headings; Construction. The headings of sections in this Agreement are provided for convenience only and will not affect its
construction or interpretation.
12. Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by
any party in exercising any right, power or privilege under this Agreement or the documents referred to in this Agreement will operate as
a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other
or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent
permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be
discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party;
(b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or
demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.
13. Entire Agreement and Modification. This Agreement supersedes all prior agreements among the parties with respect to its subject
matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the
agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement
executed by Nautilus, the Selling Parties, the Representative and the Escrow Agent.
14. Governing Law. This Agreement shall be governed by the laws of the State of Washington without regard to conflicts of law principles
that would require the application of any other law.
15. Representative of Selling Parties
.
(a) Each Selling Party hereby constitutes and appoints the Representative as their representative and their true and lawful attorney in
fact, with full power and authority in each of their names and on behalf of each of them:
(i) to act on behalf of each of them in the absolute discretion of the Selling Parties Representative in connection with this
Agreement, including, without limitation, with the power to: (A) execute and deliver the Closing Release Instructions
pursuant to Section 3(a) and other release instructions pursuant to Section 3(d), (B) designate the accounts for payment of
the amounts released from escrow; (C) deliver any Counter Notice under Section 3(b)(2); (D) deliver any instructions
pursuant to Section 5; (E) give and receive notices pursuant to Section 8 and this Agreement; (F) waive any provision of this
Agreement pursuant to Section 12; and (G) accept service of process pursuant to Section 9; and