Nautilus 2005 Annual Report Download - page 125

Section 6.8. Environmental Laws . Each Company is in material compliance with all Environmental Laws, including, without limitation,
all Environmental Laws in all jurisdictions in which any Company owns or operates, or has owned or operated, a facility or site, arranges or has
arranged for disposal or treatment of hazardous substances, solid waste or other wastes, accepts or has accepted for transport any hazardous
substances, solid waste or other wastes or holds or has held any interest in real property. No litigation or other material proceeding arising
under, relating to or in connection with any Environmental Law is pending or, to the best knowledge of each Responsible Officer of the
relevant Company, threatened, against any Company, any real property in which any Company holds or has held an interest or any past or
present operation of any Company. No release, threatened release or disposal of hazardous waste, solid waste or other wastes is occurring, or
has occurred (other than those that are currently being cleaned up in accordance with Environmental Laws), on, under or to any real property in
which any Company holds any interest or performs any of its operations, in violation of any Environmental Law. As used in this Section 6.8,
“litigation or proceeding” means any demand, claim, notice, suit, suit in equity, action, administrative action, investigation or inquiry whether
brought by any Governmental Authority or private Person, or otherwise.
Section 6.9. Locations . As of the Closing Date, the Companies have places of business or maintain their accounts, inventory and
equipment, other than inventory and equipment that is in transit or in temporary storage, at the locations set forth on Schedule 6.9 hereto, and
each Company’s chief executive office is set forth on Schedule 6.9 hereto. Schedule 6.9 further specifies whether each location, as of the
Closing Date, (a) is owned by the Companies, or (b) is leased by a Company from a third party. As of the Closing Date, Schedule 6.9 correctly
identifies the name and address of each third party location where assets of the Companies are located.
Section 6.10. Continued Business . There exists no actual, pending, or, to Borrower’
s knowledge, any threatened termination, cancellation
or limitation of, or any modification or change in the business relationship of any Company and any customer or supplier, or any group of
customers or suppliers, whose purchases or supplies, individually or in the aggregate, are material to the business of any Company, and there
exists no present condition or state of facts or circumstances that would have a Material Adverse Effect or prevent a Company from conducting
such business or the transactions contemplated by this Agreement in substantially the same manner in which it was previously conducted.
Section 6.11. Employee Benefits Plans . Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has
occurred or is expected to occur with respect to an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is
required, under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The
liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial
assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to
occur that would cause a
47