Nautilus 2009 Annual Report Download - page 124

STAIRMASTER ASSET PURCHASE AGREEMENT
This StairMaster Asset Purchase Agreement (this “ Agreement ”) is entered into as of December 5, 2009, by and between Fit Dragon
International, Ltd., a British Virgin Islands corporation (“ Buyer ”), and Nautilus, Inc., a Washington corporation (“ Nautilus ”). Buyer and
Nautilus are referred to collectively herein as the
“ Parties .”
This Agreement contemplates a transaction in which Buyer will purchase certain assets (and assume certain liabilities) of Nautilus in return
for cash.
Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations,
warranties, and covenants herein contained, the Parties agree as follows.
ARTICLE 1 - DEFINITIONS
“ Acquired Assets ” means all right, title, and interest in and to the following assets of Nautilus: (a) all customer purchase orders for
StairMaster Products that are open as of the Closing Date (the “ StairMaster Purchase Orders ”); (b) the StairMaster finished goods and
warranty parts inventory; and (c) all owned production and tooling equipment used exclusively in the manufacture of StairMaster products.
“ Adverse Consequences ” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands,
injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities,
obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses.
“ Affiliate ” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.
“ Assumed Contracts ” means all contracts set forth on Section 3.9 of the Disclosure Schedules.
“ Assumed Liabilities ” means the following liabilities and obligations of Nautilus (whether known or unknown, whether asserted or
unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become
due): (a) all warranty liability for StairMaster products (subject to labor warranty reimbursement as set forth in Section 6.4 hereto); (b) the
liabilities and obligations set forth on Schedule 2.2 hereto; (c) the liabilities and obligations under the Assumed Contracts; and (d) all liabilities
and obligations arising or related to ownership or use of the Acquired Assets.
“ Buyer ” has the meaning set forth in the preface above.
“ Closing ” has the meaning set forth in Section 2.6 below.
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