Nautilus 2009 Annual Report Download - page 93

10.8 Governing Law . This Agreement shall be governed by and construed in accordance with the domestic laws of the State of
Washington without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Washington.
10.9 Amendments and Waivers
. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and
signed by Buyer and Nautilus. No waiver by any Party of any provision of the Agreement or any default, misrepresentation, or breach of
warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making
such waiver nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
10.10 Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.
10.11 Expenses . Each of Buyer and Nautilus will bear its own costs and expenses (including legal fees and expenses) incurred in
connection with this Agreement and the transactions contemplated hereby.
10.12 Construction . The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of
proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any
federal, state, local, or non-U.S. statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the
context requires otherwise. The word “including” shall mean including without limitation.
10.13 Incorporation of Exhibits and Schedules . The Exhibits and Schedules identified in this Agreement are incorporated herein by
reference and made a part hereof.
10.14 Bulk Transfer Laws . Buyer acknowledges that Nautilus will not comply with the provisions of any bulk transfer laws of any
jurisdiction in connection with the transactions contemplated by this Agreement.
10.15 Governing Language . This Agreement has been negotiated and executed by the Parties in English. In the event any translation of
this Agreement is prepared for convenience or any other purpose, the provisions of the English version shall prevail.
10.16 Tax Disclosure Authorization . Notwithstanding anything herein to the contrary, the Parties (and each Affiliate and Person acting
on behalf of any Party) agree that each Party
17