Nautilus 2005 Annual Report Download - page 119
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(iv) the holding of each of the Subsidiaries listed on Schedule 6.1 hereto, and the creation, acquisition and holding of, and any
investment in, any new Subsidiary after the Closing Date so long as such new Subsidiary shall have been created, acquired or held, and
investments made, in accordance with the terms and conditions of this Agreement and such Subsidiary shall, if required pursuant to
Section 5.20 hereof, promptly become a Guarantor of Payment;
(v) loans to a Company from a Company so long as each such Company is a Credit Party;
(vi) any Permitted Foreign Subsidiary Loans and Investments or Permitted Investment, so long as no Default or Event of Default
shall then exist or would result therefrom;
(vii) the holding of any stock or equity interest that has been acquired pursuant to an Acquisition permitted by Section 5.13 hereof;
or
(viii) guaranties or indemnifications with respect to leases and purchase money secured financing extended by third parties for the
lease or purchase by customers of the Companies’ inventory so long as the aggregate amount all such guaranties and indemnifications
under this provision are included in the calculation of Consolidated Funded Indebtedness.
Section 5.12. Merger and Sale of Assets . No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or
transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of
Default shall then exist or immediately thereafter shall begin to exist:
(a) any Domestic Subsidiary may merge with (i) Borrower (provided that Borrower shall be the continuing or surviving Person) or
(ii) any one or more Guarantors of Payment;
(b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) Borrower or (ii) any Guarantor of
Payment;
(c) any Foreign Subsidiary may merge or amalgamate with (i) a Credit Party (provided that such Credit Party shall be the continuing or
surviving Person), and (ii) a Company that is not a Credit Party;
(d) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Company;
(e) any Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete, out of style or no longer useful in such
Company’s business; and
(f) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof.
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