Nautilus 2009 Annual Report Download - page 125

“ Closing Date ” has the meaning set forth in Section 2.6 below.
“ Code ” means the Internal Revenue Code of 1986, as amended.
“ Confidential Information ” means any information concerning the terms of this Agreement, including the terms of the Schedules and
Exhibits hereto, and/or the business and affairs of Nautilus that is not already generally available to the public. Confidential Information does not
include such information that subsequently becomes generally available to the public through no fault of the Buyer.
“ Disclosure Schedule ” has the meaning set forth in Article 3 below.
“ Financial Information ” has the meaning set forth in Section 3.6 below.
“ GAAP ” means United States generally accepted accounting principles as in effect from time to time, consistently applied.
“ Hart-Scott-Rodino Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
“ Indemnified Party ” has the meaning set forth in Section 8.4 below.
“ Indemnifying Party ” has the meaning set forth in Section 8.4 below.
“ Knowledge ” means, with respect to Nautilus, actual knowledge of the following individuals: Kenneth Fish, Wayne Bolio, and Tim
Peters.
“ Lien ” means any mortgage, pledge, lien, encumbrance, charge, or other security interest other than (a) liens for Taxes not yet due and
payable, (b) purchase money liens and liens securing rental payments under capital lease arrangements, and (c) other liens arising in the Ordinary
Course of Business and not incurred in connection with the borrowing of money.
“ Nautilus ” has the meaning set forth in the preface above.
“ Ordinary Course of Business ” means the ordinary course of business consistent with past custom and practice (including with respect
to quantity and frequency).
“ Party ” has the meaning set forth in the preface above.
“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, any other business entity or a governmental entity (or any department, agency, or political
subdivision thereof).
“ Purchase Price ” has the meaning set forth in Section 2.3 below.
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