Nautilus hereby grants Buyer a non-exclusive license to the Nautilus Patents to make, have made, use, sell, offer to sell, and import Nautilus Branded and Commercial Branded Strength Products and Accessories in the Commercial Channel.
Nautilus. Buyer and the Escrow Agent shall be entitled to rely upon any document or other paper delivered by the Selling Parties Representative as (i) genuine and correct and (ii) having been duly signed or sent by the Selling Parties Representative, and none of Nautilus, Buyer or the Escrow Agent shall be liable to any of the Shareholders or Seller for any action taken or omitted to be taken by Nautilus or the Escrow Agent in such reliance.
Nautilus sole responsibility shall be to repair or replace Products under warranty, in accordance with the procedures set forth in the Limited Warranty. Charges for out-of-warranty repairs by Nautilus will be at the rates then in effect as charged to other Nautilus customers as Nautilus may establish from time to time. NovaCare shall not make any representation regarding cost, timing, availability or parts, or applicability of any warranty, or assume any liability on behalf of Nautilus Marketing or Nautilus, with respect to service or repair of the Products by Nautilus, whether in or out of warranty.
Nautilus hereby severally agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by Nautilus of its obligations under paragraphs 1, 2, 3, 4, 7(a) and 7(b), as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief from the breaching party, in addition to any other remedy that such party may have in law or in equity against the breaching party, in the event of such breach.
(a) Except as set forth in paragraph 7(c), Xxxxxxxx agrees that it shall not Transfer any Founder Shares until the earlier of (A) six months after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 60 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).
(b) Except as set forth in paragraph 7(c), Xxxxxxxx agrees that it shall not Transfer any Private Placement Warrants or component securities until 30 days after the completion of a Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).
(c) Notwithstanding the provisions set forth in paragraphs 7(a) and (b), transfers of the Founder Shares or Private Placement Warrants (or component securities or shares of Common Stock issuable upon the exercise of the warrants underlying the Private Placement Warrants) that are held by Nautilus or any of its permitted transferees (that have complied with this paragraph 7(c)), are permitted (i) to the Company’s officers or directors, any affiliate or member of the sponsor or other initial shareholders of the Company, or any such affiliate’s or member’s affiliates, officers, directors and direct or indirect equityholders, any current or future affiliate or family member of any of the Company’s officers or di...
Nautilus. All claims, lawsuits, occurrences, incidents, or circumstances that may result in a claim and fall within the SIR amount must be reported immediately to Berkley Specialty's Claims Department - Berkley Specialty Claims will assign investigation or defense of all claims as deemed necessary - Berkley Specialty Claims will fully control the direction and investigation of all lawsuits, claims occurrences, incidents or circumstances - A Berkley Specialty Claims examiner will review all adjuster or legal bills received for proper time and charges and will forward onto the Insured for prompt payment - Berkley Specialty Claims will consult with the Insured prior to the settlement of any claim that falls within the SIR, but the final decision on settlement will ultimately rest with Berkley Specialty - If the Insured has personal counsel, Berkley Specialty can add them as parties to receive copies of the investigations or reports from assigned defense counsel - Any activity performed (bills or services) by Insured's personal counsel will not erode the SIR. These costs will be borne by the Insured - Berkley Specialty will consider the use of personal counsel after the receipt and approval rates that Berkley Specialty panel defense counsel is paid in that area. They will only consider the retaining of personal counsel if they are domiciled in the immediate area where the suit is filed - Also refer to policy for additional requirements Employer’s Liability – Bodily Injury By Accident – Each Accident $1,000,000 Employer’s Liability – Bodily Injury By Disease – Policy Limit $1,000,000 Employer’s Liability – Bodily Injury By Disease – Each Employee $1,000,000 - Policy term extends from: 8/1/2010 - Policy term extends until: 8/1/2011 Listed: AL.AZ.CA.CT.FL.IL.KS.MN.NJ.NV.NY.PA.SC.TX.UT. Except: OH, WA Deductible Incl ALAE - Medical and Indemnity $250,000 - Aggregate - WC Only $3,225,000 - Repatriation Expense Under Foreign Liability Policy Coverage Extensions WC Policy Form WC000000 - All Executive Officers, Partners, Sole Proprietors subject to compliance with state statutes Silent - Foreign Voluntary Compensation incl. Repatriation and Endemic Disease, State of Hire Benefits - limits equal to EL limits unless stated otherwise Under Foreign Liability Policy - Stop Gap Employer’s Liability – All Monopolistic States. Limits equal to EL limits unless stated otherwise Yes WC990038 - USL&H Coverage on “if any” basis Yes - Voluntary Compensation, All Employees, State of Hire Ben...
Nautilus. Tech is an intended third-party beneficiary of this Agreement, and shall be entitled to enforce the provisions of Section 4.2 against ASPEN. The Bank is an intended third-party beneficiary of this Agreement, and shall be entitled to enforce the provisions of Section 2.1(b) against the applicable Party. No other third-parties are intended to benefit by the covenants, agreements, representations, warranties or any other terms or provisions of this Agreement.
Nautilus. Nautilus represents and warrants as follows:
Nautilus. The Nautilus system is a natural gas transmission system consisting of 101 miles of 30-inch pipeline running downstream from Ship Shoal Block 207 connecting to a natural gas processing plant in Louisiana and, through the processing plant, facilitates deliveries into multiple interstate pipelines. The Shell Oil Company and Marathon Oil Company production dedicated to the Manta Ray Offshore system is also dedicated to the Nautilus system. Viosca Xxxxx. The Xxxxxx Xxxxx system is a natural gas gathering system designed to serve the Main Pass, Mississippi Canyon and Viosca Xxxxx areas of the Gulf and consists of 125 miles of predominantly 20-inch natural gas pipeline and a 7,000 horsepower compressor. The system provides its customers access to the facilities of a number of major interstate pipelines, including pipelines owned by Tennessee Gas Pipeline Company, Columbia Gulf Transmission Company, Southern Natural Gas Company, Transco, and Destin Pipeline Company. During 1999, the Partnership acquired an additional 49 percent interest in the Viosca Xxxxx system from a subsidiary of El Paso Energy. Poseidon. Through its interest in Poseidon Oil Pipeline Company, L.L.C., or Poseidon, the Partnership has an interest in the Poseidon system, which is a major sour crude oil pipeline system built in response to the increased demand for additional sour crude oil pipeline capacity in the central Gulf. The Poseidon system consists of (i) approximately 117 miles of 16 to 20-inch diameter pipeline extending from the Partnership's 50 percent owned Garden Banks Block 72 platform to the Partnership's platform at Ship Shoal Block 332, (ii) approximately 122 miles of 24-inch diameter pipeline extending from the Ship Shoal Block 332 platform 8 to Houma, Louisiana, (iii) approximately 32 miles of 16-inch diameter pipeline extending from Xxxxx Bank Block 873 to the 24-inch pipeline in the area of South Timbalier Block 212, and (iv) approximately 17 miles of 16-inch pipeline extending from Garden Banks Block 260 to South Xxxxx Island Block 205.
Nautilus. $6000, the Nautilus Eternal Reef;
