Nautilus 2009 Annual Report Download - page 164

date of this Agreement throughout this Article 3), except as set forth in the disclosure schedule accompanying this Agreement as Exhibit A (the “
Disclosure Schedule ”). The Disclosure Schedule will be arranged in sections corresponding to the lettered and numbered sections contained in
this Agreement.
3.1 Organization of Nautilus . Nautilus is a corporation duly organized, validly existing, and in good standing under the laws of the State
of Washington.
3.2 Authorization of Transaction . Nautilus has full power and authority (including full corporate or other entity power and authority) to
execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation
of Nautilus, enforceable in accordance with its terms and conditions.
3.3 Non-Contravention . Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated
hereby (including the assignments and assumptions referred to in Article 2 above) by Nautilus, will (a) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to
which Nautilus is subject or any provision of the charter or bylaws of Nautilus or (b) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which Nautilus is a party or by which it is bound or to which any of its
assets is subject (or result in the imposition of any Lien upon any of Nautilus’s assets not included as part of the Acquired Assets), except where
the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Lien would not have a
material adverse effect on Nautilus. Nautilus need not give notice to, make any filing with, or obtain any authorization, consent, or approval of
any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement (including the
assignments and assumptions referred to in Article 2 above), except where the failure to give notice, to file, or to obtain any authorization,
consent, or approval would not have a material adverse effect on Nautilus. For purposes of this Section 3.3, an adverse effect shall be considered
“material” if it results in a loss or liability in excess of Two Hundred Thousand U.S. Dollars ($200,000). The foregoing definition of materiality
shall apply only to this Section 3.3 and not to any other representation or warranty of Nautilus made in this Agreement.
3.4 Brokers’ Fees
. Nautilus has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which Buyer could become liable or obligated.
3.5 Title to Assets . Nautilus has good and marketable title to, or a valid leasehold interest in, the Acquired Assets, free and clear of all
Liens or restriction on transfer.
3.6 Financial Information . Attached hereto as Exhibit E is selected historical financial information related to the Business (collectively
the “ Financial Information ”). The Financial Information was derived from Nautilus financial statements prepared in accordance with GAAP
throughout the periods covered thereby.
6