Nautilus 2009 Annual Report Download - page 161

“ 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).
“ Physical Inventory Report ” has the meaning set forth in Schedule 2.3 attached hereto.
“ Purchase Price ” has the meaning set forth in Section 2.3 below.
“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended.
“ Tangible Personal Property ” means all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies,
materials, vehicles and other items of tangible personal property (other than the Commercial Fitness Equipment inventory) of every kind that is
owned or leased by Nautilus and located at the Virginia Facility, together with: (i) any tooling used in the production of Commercial Fitness
Equipment that is owned by Nautilus and located on the premises of Nautilus suppliers, and (ii) any express or implied warranties by the
manufacturers or sellers or lessors of any such items and all maintenance records and other documents relating thereto. A Schedule of the
Tangible Personal Property is attached hereto as listed on Schedule 3.12.
“ Tax ” or “ Taxes ” means any federal, state, local, or non-U.S. income, gross receipts, license, payroll, employment, excise, severance,
stamp, occupation, premium, windfall profits, environmental (including taxes under Code section 59A), customs duties, capital stock, franchise,
profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration,
value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, whether computed on a separate or consolidated,
unitary or combined basis or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not.
“ Tax Benefit ” has the meaning set forth in Section 8.5 below.
“ Technical Assets ” means Nautilus’ data, technical information, know-how and trade secrets existing (in any medium) at the Virginia
Facility as of the Closing, excluding the Manhattan Project, as understood by the Parties, which will be the subject of a patent application by
Nautilus.
“ Third-Party Claim ” has the meaning set forth in Section 8.4 below.
“ Virginia Facility ” means the Nautilus manufacturing and warehouse facility located in Independence, Virginia that is the subject of the
Lease Agreement. The Virginia Facility consists of a campus of four (4) buildings and appurtenant improvements located on a 56 acre parcel of
land.
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