Nautilus 2009 Annual Report Download - page 195

13. Governmental Approval . Prior to or, where permitted, upon the exercise by the Secured Party of any power, right, privilege or remedy
pursuant to this Agreement that requires any consent, approval, registration, qualification or authorization of any governmental authority or
instrumentality, the Debtor will execute and deliver, or will cause the execution and delivery of, all applications, certificates, instruments and
other documents and papers that the Debtor may be required to obtain for such governmental consent, approval, registration, qualification or
authorization.
14. Notices . The terms and provisions of Section 10.7 of the Purchase Agreement are expressly incorporated into this Agreement.
15. Miscellaneous . This Agreement shall inure to the benefit of and be binding upon the Secured Party and the Debtor and their respective
successors and assigns. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each of which shall be an original, but all of which together shall
constitute one instrument.
16. Governing Law; Jurisdiction; Waiver of Jury Trial . This Agreement (including any claim or controversy arising out of or relating to
this Agreement) shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflict of law
principles that would result in the application of any law other than the laws of the State of Washington. Each party, to the extent that it may
lawfully do so, hereby consents to service of process, and to be sued, in any state or federal court located in the State of Washington, as well as
to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising
out of any of its obligations hereunder or with respect to the transactions contemplated hereby, and expressly waives any and all objections it
may have as to venue in any such courts. Each party further agrees that a summons and complaint commencing an action or proceeding in any of
such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it in accordance with
Section 14 hereof or as otherwise provided under the laws of Washington. Nothing in this Agreement shall affect any right any party may
otherwise have to bring an action or proceeding relating to this Agreement against any other party or its properties in the courts of any
jurisdiction. EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER
PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
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