Nautilus 2005 Annual Report Download - page 124

Section 6.3. Compliance with Laws and Contracts . Each Company:
(a) holds permits, certificates, licenses, orders, registrations, franchises, authorizations, and other approvals from any Governmental
Authority necessary for the conduct of its business and is in compliance with all applicable laws relating thereto, the lack of which has or could
have a Material Adverse Effect;
(b) is in compliance with all material federal, state, local, or foreign applicable statutes, rules, regulations, and orders including, without
limitation, those relating to environmental protection, occupational safety and health, and equal employment practices; and
(c) is not in violation of or in default under any agreement to which it is a party or by which its assets are subject or bound, the effect of
which has or could have a Material Adverse Effect.
Section 6.4. Litigation and Administrative Proceedings . Except as disclosed on Schedule 6.4 hereto, there are (a) no material lawsuits,
actions, investigations, or other proceedings pending or threatened against any Company, or in respect of which any Company may have any
liability, in any court or before any Governmental Authority, arbitration board, or other tribunal, (b) no orders, writs, injunctions, judgments, or
decrees of any court or government agency or instrumentality to which any Company is a party or by which the property or assets of any
Company are bound, and (c) no material grievances, disputes, or controversies outstanding with any union or other organization of the
employees of any Company, or threats of work stoppage, strike, or pending demands for collective bargaining.
Section 6.5. Title to Assets . Each Company has good title to and ownership of all material property it purports to own, which property is
free and clear of all Liens, except those permitted under Section 5.9 hereof.
Section 6.6. Liens and Security Interests . On and after the Closing Date, except for Liens permitted pursuant to Section 5.9 hereof,
(a) there is and will be no U.C.C. Financing Statement or similar notice of Lien outstanding covering any personal property of any Company;
(b) there is and will be no mortgage outstanding covering any real property of any Company; and (c) no real or personal property of any
Company is subject to any security interest or Lien of any kind. No Company has entered into any contract or agreement (other than a contract
or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets) that exists on or
after the Closing Date that would prohibit Agent or the Lenders from acquiring a Lien on, or a collateral assignment of, any of the property or
assets of any Company.
Section 6.7. Tax Returns . All federal, state and local tax returns and other reports required by law to be filed in respect of the income,
business, properties and employees of each Company have been filed and all taxes, assessments, fees and other governmental charges that are
due and payable have been paid, except as otherwise permitted herein except any of the foregoing which are disputed in good faith and for
which the Company maintains adequate reserves under GAAP. The provision for taxes on the books of each Company is adequate for all years
not closed by applicable statutes and for the current fiscal year.
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