Nautilus 2009 Annual Report Download - page 165

3.7 Inventory . Subject to the reserve for inventory writedown set forth in the Financial Information, the Commercial Fitness Equipment
inventory included in the Acquired Assets is merchantable and fit for the purpose for which it was procured or manufactured.
3.8 Contracts . With respect to each of the contracts and agreements set forth on Section 3.8 of the Disclosure Schedules (the “Assumed
Contracts”), to the Knowledge of Nautilus: (i) the agreement is legal, valid, binding, enforceable, and in full force and effect in all material
respects; (ii) no party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material
breach or default, or permit termination, modification, or acceleration, under the agreement; and (iii) no party has repudiated any material
provision of the agreement.
3.9 Terms of Sale. Substantially all of the Commercial Fitness Equipment products manufactured, sold, leased, or delivered by Nautilus
are subject to standard terms and conditions of sale or lease, copies of which have been made available to Buyer.
3.10 Customers and Suppliers .
(a) Section 3.10 of the Disclosure Schedule lists the ten (10) largest customers of the Commercial Fitness Equipment business for
calendar year 2008 and sets forth opposite the name of each such customer the percentage of consolidated net sales attributable to such
customer. Section 3.10 of the Disclosure Schedule also lists any additional current customers that Nautilus anticipates shall be among the
ten (10) largest customers for the current fiscal year.
(b) Since November 30, 2009, no material supplier of Nautilus has indicated in writing that it will stop, or materially decrease the
rate of, supplying materials, products or services to Nautilus, and no customer listed on Section 3.10 of the Disclosure Schedule has
indicated in writing that it will stop, or materially decrease the rate of, buying materials, products or services from Nautilus.
3.11 Litigation. There is no litigation pending, or to the Knowledge of Nautilus, threatened, that could reasonably be expected to have a
material adverse effect on the Business or the Acquired Assets after Closing.
3.12 Tangible Personal Property . To Nautilus’s Knowledge, the Schedule of Tangible Personal Property attached hereto as Schedule
3.12 contains a complete and accurate listing of the Tangible Personal Property being acquired by Buyer, it being agreed, however, that all items
of Tangible Personal Property located at the Virginia Facility may not be listed on Schedule 3.12. Accordingly, the parties agree that Buyer is
acquiring all the items of Tangible Personal Property located at the Virginia Facility, regardless of whether such items are specifically listed on
Schedule 3.12.
3.13 Employment Matters . Except as may be set forth on the Disclosure Schedules:
(a) The Virginia Facility is not subject to any collective bargaining agreement, nor has it experienced any strikes, grievances, claims
of unfair labor practices, or other collective bargaining disputes;
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