Nautilus 2009 Annual Report Download - page 81

2.5 The Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of
Garvey Schubert Barer, 1191 Second Avenue, Eighteenth Floor, Seattle, Washington, 98101, commencing at 9:00 a.m. local time on the second
business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated
hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the Parties may
mutually determine (the “ Closing Date ”).
2.6 Deliveries at the Closing . At the Closing, (a) Nautilus will deliver to Buyer the various certificates, instruments, and documents
referred to in Section 7.1 below; (b) Buyer will deliver to Nautilus the various certificates, instruments, and documents referred to in Section 7.2
below; (c) Nautilus will execute, acknowledge (if appropriate), and deliver to Buyer (i) assignments in the forms attached hereto as Exhibit B
and (ii) such other instruments of sale, transfer, conveyance, and assignment as Buyer and its counsel may reasonably request; (d) Buyer will
execute, acknowledge (if appropriate), and deliver to Nautilus (i) an assumption in the form attached hereto as Exhibit C and (ii) such other
instruments of assumption as Nautilus and its counsel may reasonably request; (e) Buyer will deliver to Nautilus the consideration specified in
Section 2.3 above; and (f) Nautilus and Buyer shall enter into the License Agreement.
2.7 Allocation . The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all
purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit D .
ARTICLE 3 - NAUTILUS’ REPRESENTATIONS AND WARRANTIES
Nautilus represents and warrants to Buyer that the statements contained in this Article 3 are correct and complete as of the date of this
Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the
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
5