Nautilus 2009 Annual Report Download - page 133

7.2 Conditions to Nautilus’ Obligation . The obligation of Nautilus to consummate the transactions to be performed by it in connection
with the Closing is subject to satisfaction of the following conditions:
(a) the representations and warranties set forth in Article 4 above shall be true and correct in all material respects at and as of the
Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” in which case such
representations and warranties (as so written, including the term “material”)
shall be true and correct in all respects at and as of the Closing Date;
(b) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except
to the extent that such covenants are qualified by the term “material,” in which case Buyer shall have performed and complied with all of such
covenants (as so written, including the term “material”) in all respects through the Closing;
(c) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state,
local, or non-U.S. jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would
(i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this
Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(d) Buyer shall have delivered to Nautilus a certificate to the effect that each of the conditions specified above in Section 7.2(a)-(c) is
satisfied in all respects;
(e) Nautilus and Buyer shall have received all material authorizations, consents, and approvals of governments and governmental
agencies referred to in Sections 3.3 and 4.3 above. Nautilus may waive any condition specified in this Section 7.2 by executing a writing so
stating at or prior to the Closing, or by consummating the Closing; and
(f) Buyer shall have executed and delivered the Technology Transfer Agreement.
ARTICLE 8 - REMEDIES FOR BREACHES OF THIS AGREEMENT
8.1 Survival of Representations and Warranties
. All of the representations and warranties of Nautilus contained in Article 3 above shall
survive the Closing and continue in full force and effect for a period of six (6) months thereafter. All of the other representations and warranties
of the Parties contained in this Agreement shall survive the Closing and continue in full force and effect forever thereafter (subject to any
applicable statutes of limitations).
8.2 Indemnification Provisions for Buyer’s Benefit .
(a) In the event Nautilus breaches any of its representations, warranties, and covenants contained in this Agreement, and, provided
that Buyer makes a written claim for
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