Nautilus 2009 Annual Report Download - page 131

ARTICLE 6 - POST-CLOSING COVENANTS
The Parties agree as follows with respect to the period following the Closing:
6.1 General . In case at any time after the Closing any further actions are necessary to carry out the purposes of this Agreement, each of
the Parties will take such further actions (including the execution and delivery of such further instruments and documents) as the other Party may
reasonably request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor
under Article 8 below).
6.2 Litigation Support . In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any
fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving StairMaster, the other Party will cooperate with the contesting or defending Party and its counsel in the contest or
defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with
the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to
indemnification therefor under Article 8 below).
6.3 Transition . Nautilus will not take any action that is designed or intended to have the effect of discouraging any licensor, customer,
supplier, or other business associate of StairMaster from maintaining the same business relationships with Buyer after the Closing as it
maintained with StairMaster prior to the Closing.
6.4 Labor Warranty . As part of the Assumed Liabilities, Buyer shall be responsible for all warranty liability for StairMaster products;
provided, that Nautilus shall reimburse Buyer for any warranty-related labor liability up to $200 per documented service visit for a period of
twelve (12) months following Closing. Buyer shall document all such direct out of pocket labor costs during such reimbursement period, and
shall submit such costs to Nautilus on a quarterly basis. Nautilus shall thereafter reimburse Buyer, within thirty (30) days of receipt of the cost
submission from Buyer, for all such costs up to the $200 per documented service visit limit.
6.5 Post-Closing Manufacturing . From the Closing Date through January 31, 2010, Nautilus agrees to continue to manufacture steppers
and Step Mills, using its Closing Date inventory of components, parts, raw materials and work in progress for StairMaster Products (collectively,
the “ Closing Date Unfinished Goods Inventory ”). Buyer agrees to purchase the finished goods so manufactured by Nautilus at the price and
on the terms set forth in the written memorandum executed and delivered by Buyer and Nautilus on or prior to the date of this Agreement. Any
Closing Date Unfinished Goods Inventory remaining as of January 31, 2010 shall be purchased by Buyer at the price and according to the terms
set forth in the written memorandum described in the preceding sentence.
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