Nautilus 2009 Annual Report Download - page 86

(b) Nautilus shall have performed and complied with all of its covenants hereunder in all material respects through the Closing,
except to the extent that such covenants are qualified by the term “material,” in which case Nautilus shall have performed and complied
with all of such covenants (as so written, including the term “material”) in all respects through the Closing;
(c) Nautilus shall have procured the third-party consents specified in Schedule 7.1(c);
(d) no action, suit, or proceeding shall be pending before (or that could come before) any court or quasi-judicial or administrative
agency of any federal, state, local, or non-U.S. jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this
Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) adversely
affect the right of Buyer to own the Acquired Assets or operate the former business of Schwinn (and no such injunction, judgment, order,
decree, ruling, or charge shall be in effect);
(e) Nautilus shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in Section 7.1(a)-(d) is
satisfied in all respects;
(f) Nautilus and Buyer shall have received all material authorizations, consents, and approvals of governments and governmental
agencies referred to in Sections 3.3 and 4.3 above;
(g) Nautilus shall have delivered to Buyer a certificate of the secretary or an assistant secretary of Nautilus, dated the Closing Date, in
form and substance reasonably satisfactory to Buyer, as to any resolutions of the board of directors (or a duly authorized committee
thereof) of Nautilus relating to this Agreement and the transactions contemplated hereby; and
(h) Nautilus shall have executed and delivered the License Agreement.
Buyer may waive any condition specified in this Section 7.1 by executing a writing so stating at or prior to the Closing, or by consummating the
Closing.
7.2 Conditions to Nautilus’ Obligation . The obligation of Nautilus to consummate the transactions to be performed by it in connection
with the Closing is subject to satisfaction of the following conditions:
(a) the representations and warranties set forth in Article 4 above shall be true and correct in all material respects at and as of the
Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” in which case such
representations and warranties (as so written, including the term “material”)
shall be true and correct in all respects at and as of the Closing
Date;
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