Nautilus 2009 Annual Report Download - page 139

10.12 Construction . The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of
proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any
federal, state, local, or non-U.S. statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the
context requires otherwise. The word “ including ” shall mean including without limitation.
10.13 Incorporation of Exhibits and Schedules . The Exhibits and Schedules identified in this Agreement are incorporated herein by
reference and made a part hereof.
10.14 Bulk Transfer Laws. Buyer acknowledges that Nautilus will not comply with the provisions of any bulk transfer laws of any
jurisdiction in connection with the transactions contemplated by this Agreement.
10.15 Governing Language . This Agreement has been negotiated and executed by the Parties in English. In the event any translation of
this Agreement is prepared for convenience or any other purpose, the provisions of the English version shall prevail.
10.16 Tax Disclosure Authorization. Notwithstanding anything herein to the contrary, the Parties (and each Affiliate and Person acting
on behalf of any Party) agree that each Party (and each employee, representative, and other agent of such Party) may disclose to any and all
Persons, without limitation of any kind, the transaction’
s tax treatment and tax structure (as such terms are used in regulations promulgated under
Code section 6011) contemplated by this agreement and all materials of any kind (including opinions or other tax analyses) provided to such
Party or such Person relating to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state
securities laws; provided, however, that such disclosure may not be made until the earlier of date of (i) public announcement of discussions
relating to the transaction, (ii) public announcement of the transaction, or (iii) execution of an agreement (with or without conditions) to enter
into the transaction. This authorization is not intended to permit disclosure of any other information including (without limitation) (i) any portion
of any materials to the extent not related to the transaction’s tax treatment or tax structure, (ii) the identities of participants or potential
participants, (iii) the existence or status of any negotiations, (iv) any pricing or financial information (except to the extent such pricing or
financial information is related to the transaction’s tax treatment or tax structure), or (v) any other term or detail not relevant to the transaction’s
tax treatment or the tax structure.
(Signatures on following page)
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