Nautilus 2009 Annual Report Download - page 84

charter, bylaws, or other governing documents 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 Buyer is a party or by which it is bound or to which any of its assets are subject. Buyer need not give
any 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).
4.4 Brokers’ Fees . Buyer 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.
ARTICLE 5 - PRE-CLOSING COVENANTS
The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing:
5.1 General . Each of the Parties will use its reasonable best efforts to take all actions and to do all things necessary, proper, or advisable
in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the
Closing conditions set forth in Article 7 below).
5.2 Notices and Consents . Nautilus will give any notices to third parties, and Nautilus will use its commercially reasonable efforts to
obtain any third-party consents referred to in Section 3.3 above and the items set forth in Schedule 7.1(c) hereto. Each of the Parties will give
any notices to, make any filings with, and use its commercially reasonable efforts to obtain any authorizations, consents, and approvals of
governments and governmental agencies in connection with the matters referred to in Sections 3.3 and 4.3 above. Without limiting the generality
of the foregoing, each of the Parties will file any Notification and Report Forms and related material that it may be required to file with the
Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act, will use its
reasonable best efforts to obtain a waiver of the applicable waiting period, and will make any further filings pursuant thereto that may be
necessary, proper, or advisable in connection therewith.
5.3 Full Access . Nautilus will permit representatives of Buyer (including legal counsel and accountants) to have full access at all
reasonable times, and in a manner so as not to interfere with the normal business operations of Nautilus, to all premises, properties, personnel,
books, records (including Tax records), contracts, and documents of or pertaining to Schwinn. Buyer will treat and hold as such any Confidential
Information it receives from Nautilus and its Subsidiaries (and their representatives) in the course of the reviews contemplated by this
Section 5.3, will not use any of the Confidential Information except in connection with this Agreement, and, if this Agreement is terminated for
any reason whatsoever, will return to Nautilus all tangible embodiments (and all copies) of the Confidential Information that are in its
possession.
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