Nautilus 2005 Annual Report Download - page 86

“Dormant Subsidiary” shall mean a Company that (a) is not a Credit Party, (b) has aggregate assets of less than Five Hundred Thousand
Dollars ($500,000), (c) has aggregate sales of less than Five Hundred Thousand Dollars ($500,000) during each fiscal year of Borrower, and
(d) has no direct or indirect Subsidiaries with aggregate assets or sales for all such Subsidiaries of more than Five Hundred Thousand Dollars
($500,000).
“Eligible Transferee” shall mean a commercial bank, financial institution or other “accredited investor” (
as defined in SEC Regulation D)
that is not Borrower, a Subsidiary or an Affiliate.
“Environmental Laws” shall mean all provisions of law (including the common law), statutes, ordinances, codes, rules, guidelines,
policies, procedures, orders-in-council, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards
promulgated by a Governmental Authority or by any court, agency, instrumentality, regulatory authority or commission of any of the foregoing
concerning environmental health or safety and protection of, or regulation of the discharge of substances into, the environment.
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations
promulgated pursuant thereto.
“ERISA Event” shall mean (a) the imposition of an excise tax or the assessment of liability on a Company or of the imposition of a Lien
on the assets of a Company; (b) the engagement by a Controlled Group member in a non-exempt “prohibited transaction” (as defined under
ERISA Section 406 or Code Section 4975) or a breach of a fiduciary duty under ERISA that could result in liability to a Company; (c) the
application by a Controlled Group member for a waiver from the minimum funding requirements of Code Section 412 or ERISA Section 302
or a Controlled Group member is required to provide security under Code Section 401(a)(29) or ERISA Section 307; (d) the occurrence of a
Reportable Event with respect to any Pension Plan as to which notice is required to be provided to the PBGC; (e) the withdrawal by a
Controlled Group member from a Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” (as such terms are defined in
ERISA Sections 4203 and 4205, respectively); (f) the reorganization under ERISA Section 4241 of a Multiemployer Plan involving a
Controlled Group; (g) the failure of an ERISA Plan (and any related trust) that is intended to be qualified under Code Sections 401 and 501 to
be so qualified or the failure of any “cash or deferred arrangement” under any such ERISA Plan to meet the requirements of Code Section 401
(k); (h) the taking by the PBGC of any steps to terminate a Pension Plan or appoint a trustee to administer a Pension Plan, or the taking by a
Controlled Group member of any steps to terminate a Pension Plan in a “distressed termination” as described in ERISA; (i) the failure by a
Controlled Group member or an ERISA Plan to satisfy any requirements of law applicable to an ERISA Plan; (j) the commencement, existence
or threatening of a claim, action, suit, audit or investigation with respect to an ERISA Plan, other than a routine claim for benefits; or (k) any
incurrence by or any expectation of the incurrence by a Controlled Group member of any liability for post-retirement benefits under any
Welfare Plan, other than as required by ERISA Section 601, et. seq. or Code Section 4980B.
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