Nautilus 2006 Annual Report Download - page 90

CHAPTER 3
REPRESENTATIONS AND WARRANTIES OF
SELLER AND THE SHAREHOLDERS
Seller and each Shareholder hereby represent and warrant, jointly and severally, to Nautilus and Buyer as follows:
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Article 3.1
Organization
. Seller is a limited liability company duly organized under the Law of the British Virgin Islands.
Article 3.2 Power and Authority . The execution and performance by Seller of this Agreement and each other Transaction Document to
which it is a party (i) are within its corporate power and business scope, (ii) have been duly authorized by all necessary
corporate action, (iii) do not contravene its articles of association and (iv) do not contravene any law or contractual
restriction binding on or affecting it. Each Shareholder has the full legal right and authority to execute and perform his/her
obligations under this Agreement and the other Transaction Documents to which he/she is a party and such execution and
performance does not contravene any laws or contractual restrictions binding on or affecting him/her.
Article 3.3 Consents and Approvals . All authorizations, consents or approvals or other actions by, and all notices to or filings with, any
Government Authority required for the due execution and performance by Seller and the Shareholders of this Agreement and
the other Transaction Documents has been obtained.
Article 3.4 Binding Effect . This Agreement is, and the each other Transaction Document to which Seller or a Shareholder will be a
party when executed by such Party will be, the legal, valid and binding obligation of Seller or such Shareholder, enforceable
against Seller or such Shareholder in accordance with its respective terms.
Article 3.5 Ownership of Assets . Seller owns leases or has the legal right to use all of the Assets. Seller has good and marketable title
to, or, in the case of leases, valid and effective leasehold interests in, all of the Assets, free and clear of all Liens, except as
noted in the Schedules hereto.
3.5.1
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3.5.2 Intellectual Property . Schedule 3.5.2 sets forth all domestic and foreign Intellectual Property used in or relating to the
Business, registered in the name of Seller, or of which Seller is a licensor or licensee, used in, or which have been used in, or
which are under development or have been conceived in, or which have or potentially have application to, the Business.
Seller owns all of the Intellectual Property to be transferred hereunder free and clear of all Liens and pays no royalty to
anyone under or with respect to any of them, except as set forth in such Schedule 3.5.2. All rights of Seller in and to each
item of the Intellectual Property listed on Schedule 3.5.2 and to all processes, lab journals, toxicological and ecological data,
trade secrets, technology including know
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how and show
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how, product formulae,