Nautilus 2005 Annual Report Download - page 115

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Section 5.3. Financial Statements and Information .
(a) Quarterly Financials . Borrower shall deliver to Agent and the Lenders, within forty-five (45) days after the end of each of the first
three quarter-annual periods of each fiscal year of Borrower, balance sheets of the Companies as of the end of such period and statements of
income (loss), stockholders’ equity and cash flow for the quarter and fiscal year to date periods, all prepared on a Consolidated and
consolidating basis, in accordance with GAAP, and in form and detail satisfactory to Agent and the Lenders and certified by a Financial Officer
of Borrower as fairly presenting the financial condition, results of operations, and cash flows of the Companies in accordance with GAAP,
subject to normal year-end audit adjustments and the absence of footnotes.
(b) Annual Audit Report . Borrower shall deliver to Agent and the Lenders, within ninety (90) days after the end of each fiscal year of
Borrower, an annual audit report of the Companies for that year prepared on a Consolidated and consolidating basis, in accordance with
GAAP, and in form and detail satisfactory to Agent and the Lenders and certified by an independent public accountant satisfactory to Agent,
which report shall include balance sheets and statements of income (loss), stockholders’ equity and cash-flow for that period.
(c) Compliance Certificate . Borrower shall deliver to Agent and the Lenders, concurrently with the delivery of the financial statements
set forth in subsections (a) and (b) above, a Compliance Certificate.
(d) Shareholder and SEC Documents . Borrower shall notify Agent and the Lenders, as soon as practicable, of the availability of all
notices, reports, definitive proxy or other statements and other documents sent by Borrower to its shareholders, to the holders of any of its
debentures or bonds or the trustee of any indenture securing the same or pursuant to which they are issued, or sent by Borrower (in final form)
to the SEC; provided, however, that such notification shall not be necessary to the extent Borrower provides for automatic notices to be sent to
Agent through the SEC website (or similar service) with respect to any notices, reports or other statements filed on such website.
(e) Financial Information of Companies
. Borrower shall deliver to Agent and the Lenders, within ten days of the written request of Agent
or any Lender, such other information about the financial condition, properties and operations of any Company as Agent or such Lender may
from time to time reasonably request, which information shall be submitted in form and detail satisfactory to Agent or such Lender and
certified by a Financial Officer of the Company or Companies in question.
Section 5.4. Financial Records . Each Company shall at all times maintain true and complete records and books of account, including,
without limiting the generality of the foregoing, appropriate provisions for possible losses and liabilities, all in accordance with GAAP, and at
all reasonable times (during normal business hours and upon notice to such
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