Nautilus 2010 Annual Report Download - page 84

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Section 26. Survival of Representations and Warranties.
The respective representations and warranties made by the parties in this Agreement shall survive the execution
and delivery hereof.
Section 27. Remedies; Limitations.
No failure to exercise and no delay in exercising by a party any right, remedy, power or privilege hereunder, shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and
privileges provided at law or in equity; provided that, in no event shall any breach of this Agreement by the Company
give rise to the right or remedy by Merchant to discontinue the performance of its obligations pursuant to Section 6
. The
foregoing sentence shall in no way limit any claim for damages or injunctive relief. The parties each waive all claims
against each other and their affiliates for consequential and punitive damages, including damages for lost profits, or any
other consequential loss, that may arise out of or in connection with this Agreement other than those arising out of any
breach of Section 2 d by Merchant or Section 5 j
by the Company with respect to which all damages be allowed to the
extent incurred by the party.
Section 28. Grant of Security Interest; Further Assurances.
Merchant grants to the Company a security interest in all Credit Agreements and Accounts purchased by the
Company under this Agreement other than those Credit Agreements and Accounts that have been Chargedbacked and
repurchased by Merchant. Merchant shall take such additional actions reasonably requested by the Company to allow the
Company to create and maintain a first priority perfected security interest in the Credit Agreements and Accounts
purchased by the Company.
Section 29. Counterparts; Facsimile.
This Agreement may be executed in two or more counterparts and by the different Parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall
constitute one and the same agreement. Originally executed copies delivered by facsimile or email shall be deemed
original copies.
Section 30. Governing Law; Jurisdiction.
Any controversy, dispute or claim arising out of or relating to the Agreement shall be governed by the internal
laws of the State of Delaware without regard for Delaware conflict of law principles and without reference to any rules
of construction regarding the party responsible for the drafting of this Agreement. Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties
only in the courts of the State of Washington, County of Clark, USA, or, if it has or can acquire jurisdiction, in the
United States District Court for the Western District of Washington, and each of the parties consents to the exclusive
jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any
objection to venue laid therein.
IN WITNESS WHEREOF, Company and Merchant have caused their duly authorized representatives to execute
this Agreement effective as of the date set forth above.
[Signature Page Follows]
MERCHANT
COMPANY