Nautilus 2005 Annual Report Download - page 114

Download and view the complete annual report

Please find page 114 of the 2005 Nautilus annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 169

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169

(m) No Material Adverse Change . No material adverse change, in the opinion of Agent, shall have occurred in the financial condition,
operations or prospects of the Companies since June 30, 2005.
(n) Miscellaneous . Borrower shall have provided to Agent and the Lenders such other items and shall have satisfied such other
conditions as may be reasonably required by Agent or the Lenders.
Section 4.3. Post-Closing Conditions .
(a) Landlords’ Waivers . Within forty-five (45) days after the Closing Date (unless a longer period is agreed to in writing by Agent),
Borrower shall have delivered Landlords’ Waivers to Agent, for the benefit of the Lenders, each in form and substance reasonably satisfactory
to Agent, for the locations of Borrower at Portland, Oregon and Bolingbroke, Illinois.
(b) Stock Certificates and Stock Powers . Within thirty (30) days after the Closing Date (unless a longer period is agreed to in writing by
Agent), Borrower shall have delivered to Agent, for the benefit of the Lenders, the stock certificates representing the Pledged Securities and
corresponding stock transfer powers.
(c) UCC Termination Statements
. Within thirty (30) days after the Closing Date (unless a longer period is agreed to in writing by Agent),
Borrower shall have delivered to Agent evidence, in form and substance satisfactory to Agent, reflecting the termination of all U.C.C.
Financing Statements previsouly filed by U.S. Bank National Association and Bank One, N.A. (n.k.a. JPMorgan Chase Bank, N.A.) with
respect to any of the Companies.
ARTICLE V. COVENANTS
Section 5.1. Insurance
. Each Company shall (a) maintain insurance to such extent and against such hazards and liabilities as is commonly
maintained by Persons similarly situated; and (b) within ten days of any Lender’s written request, furnish to such Lender such information
about such Company’s insurance as that Lender may from time to time reasonably request, which information shall be prepared in form and
detail satisfactory to such Lender and certified by a Financial Officer of such Company.
Section 5.2. Money Obligations . Each Company shall pay in full (a) prior in each case to the date when penalties would attach, all taxes,
assessments and governmental charges and levies (except only those so long as and to the extent that the same shall be contested in good faith
by appropriate and timely proceedings and for which adequate provisions have been established in accordance with GAAP) for which it may be
or become liable or to which any or all of its properties may be or become subject; (b) all of its material wage obligations to its employees in
compliance with the Fair Labor Standards Act (29 U.S.C. §§ 206-207) or any comparable provisions; and (c) all of its other material
obligations calling for the payment of money (except only those so long as and to the extent that the same shall be contested in good faith and
for which adequate provisions have been established in accordance with GAAP) before such payment becomes overdue.
36