Nautilus 2006 Annual Report Download - page 96
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CHAPTER 4
REPRESENTATIONS AND WARRANTIES OF NAUTILUS
Nautilus and Buyer hereby jointly and severally represent and warrant to Seller and the Shareholders as follows:
15
including, without limitation, deeds, leases, mortgages, deeds of trust, security instruments, permits, trademarks, patents and
other Intellectual Property, litigation files, contracts, employee agreements and licenses, and such documents have not been
modified and will not be modified prior to the Closing Date without Nautilus
’
s prior written consent.
Article 4.1 Organization . Nautilus is a corporation duly organized and validly existing and in good standing under the laws of the State
of Washington, U.S.A. Buyer is a duly organized and validly existing and in good standing under the laws of
.
Article 4.2 Power and Authority . The execution and performance by Nautilus and Buyer of this Agreement and the other Transaction
Documents to which it is a party (i) are within its corporate power, (ii) have been duly authorized by all necessary corporate
action, (iii) do not contravene its respective Certificate of Incorporation or By-Laws or articles of association and (iv) do not
contravene any law or contractual restriction binding on or affecting it.
Article 4.3 Consents and Approvals . No authorization, consent or approval or other action by, and no notice to or filing with, any
governmental authority is required for the due execution, delivery and performance by Nautilus and Buyer of this
Agreement. Nautilus has the financial capacity to satisfy its financial obligations as contemplated herein.
Article 4.4 Binding Effect . This Agreement and each other Transaction Document to which it is a party is the legal, valid and binding
obligation of Nautilus and Buyer, enforceable against Nautilus and/or Buyer in accordance with its terms.
Article 4.5 Brokers’ or Finders’ Fees . Neither Nautilus nor Buyer has paid or become obligated to pay any fee or commission to any
broker, finder or intermediary for or on account of the transactions provided for in this Agreement.
Article 4.6 Acknowledgments.
Subject to the representations, warranties and covenants of Seller and the Shareholders as set forth in this
Agreement and the exhibits, schedules and attachments hereto, Nautilus and Buyer are relying on their own investigation as
to the condition of the Business and the Assets. Nautilus has been provided access to the books, records and personnel of
Seller and has been afforded an opportunity to make inquires and to review such information as Nautilus has requested for
the purpose of completing such investigation.