Nautilus 2006 Annual Report Download - page 98

CHAPTER 6
CONDITIONS PRECEDENT TO OBLIGATIONS OF NAUTILUS
Except for Seller’s retention of the $2,000,000 option fee in the event Closing does not occur, the obligations of Nautilus and Buyer under this
Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of all of the following conditions, any one or more of which may
be waived by Nautilus:
17
Article 5.6
Nautilus
’s Access to Information and Records Before the Closing . Seller shall give Nautilus, its employees, counsel,
accountants and other representatives full access throughout the period prior to the Closing Date, to all of the properties,
books, contracts, commitments, customers, suppliers, distributors and records of the Business, and furnish to Nautilus during
such period all such information concerning the Business as Nautilus may reasonably request. Representatives of Nautilus
shall be allowed to have unrestricted contact with employees employed in the Business and with past and present customers,
suppliers and distributors of the Business, for the purpose of accomplishing an orderly transfer of the Business to Buyer on
the Closing Date.
Article 5.7 Interim Financial Statements . Until the Closing Date, Seller shall deliver to Buyer within twenty (20) days after the end of
each month a copy of the internally prepared income statement and balance sheet for such month prepared in a manner and
containing information consistent with Seller’s current practices and certified by the CEO/President and chief financial
officer of Seller as to compliance with Article 3.11.
Article 6.1 Representations and Warranties Accurate . All representations and warranties of Seller and the Shareholders contained in
this Agreement shall have been true in all material respects when made and shall be true in all material respects at and as of
the Closing Date as if such representations and warranties were made at and as of the Closing Date. Seller shall furnish
Nautilus and Buyer with a certificate, dated the Closing Date and signed by the legal representative of Seller and by each
Shareholder, stating the above in such form as Nautilus may reasonably request.
Article 6.2 Absence of Certain Changes . Since the date hereof and prior to the Closing Date, there shall not have occurred or been
discovered:
(a) any material adverse change in the business, financial condition, prospects or results of operations of the Business, other
than a material adverse change resulting from a material reduction in the volume of purchases by Nautilus;
(b) any new law, rule or regulation or the amendment or interpretation of any existing law, rule or regulation, materially
adversely affecting the operation of the Business or the ability of Seller to convey, assign and transfer to Buyer any of the
Assets, the Business and other contractual rights pertaining to the Business with the effect of materially affecting the value
of, or the ability of Buyer to operate as presently operated, the Business; or