Nautilus 2005 Annual Report Download - page 127

Section 6.15. Regulations
. No Company is engaged principally or as one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying any “margin stock” (within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System of the United States of America). Neither the granting of any Loan (or any conversion thereof) or Letter of Credit nor the use
of the proceeds of any Loan or Letter of Credit will violate, or be inconsistent with, the provisions of Regulation T, U or X or any other
Regulation of such Board of Governors.
Section 6.16. Material Agreements . Except as disclosed on Schedule 6.16 hereto, as of the Closing Date, no Company is a party to any
(a) debt instrument (excluding the Loan Documents); (b) lease (capital, operating or otherwise), whether as lessee or lessor thereunder;
(c) contract, commitment, agreement, or other arrangement involving the purchase or sale of any inventory other than guaranties or
indemnifications described in Section 5.11(viii) hereof by it, or the license of any right to or by it; (d) contract, commitment, agreement, or
other arrangement with any of its “Affiliates” (as such term is defined in the Securities Exchange Act of 1934, as amended) other than a
Company or pertaining to director compensation; (e) management or employment contract or contract for personal services with any of its
Affiliates that is not otherwise terminable at will or on less than ninety-one (91) days’ notice without liability; (f) collective bargaining
agreement; or (g) other contract, agreement, understanding, or arrangement with a third party; that, as to subsections (a) through (g), above, if
violated, breached, or terminated for any reason, would have or would be reasonably expected to have a Material Adverse Effect.
Section 6.17. Intellectual Property . Other than as disclosed on Schedule 6.17
hereto, each Company owns or has the right to use all of the
material patents, patent applications, industrial designs, designs, trademarks, service marks, copyrights and licenses, and rights with respect to
the foregoing, necessary for the conduct of its business, and none of the Responsible Officers of any Company are aware of any material claim
by any other party which, if true, would terminate such Company’s rights with respect thereto.
Section 6.18. Insurance . Each Company maintains with financially sound and reputable insurers insurance with coverage and limits as
required by law and as is customary with Persons engaged in the same businesses as the Companies. Schedule 6.18 hereto sets forth all
insurance carried by Borrowers and its Domestic Subsidiaries on the Closing Date, setting forth in detail the amount and type of such
insurance. Upon request, Borrower shall provide Agent and the Lenders with such additional information as Agent or the Lenders may from
time to time reasonably request.
Section 6.19. Deposit and Securities Accounts . Schedule 6.19 hereto lists all banks and other financial institutions at which any
Company maintains deposit or other accounts as of the Closing Date, and Schedule 6.19 hereto correctly identifies the name, address and
telephone number of each depository, the name in which the account is held, a description of the purpose of the account, and the complete
account number therefor.
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