Nautilus 2007 Annual Report Download - page 142

9.1.3 Enforceability . Each Loan Document is a legal, valid and binding obligation of each Obligor party thereto, enforceable in
accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally.
9.1.4 Capital Structure . As of the Closing Date, Schedule 9.1.4 shows, for each Borrower and Subsidiary, its name, its jurisdiction
of organization, its authorized and issued Equity Interests, the holders of its Equity Interests (or, in the case of US Borrower, the holders of
5% or more of its Equity Interests); provided that upon reasonable request by Agent on dates after the Closing Date, Borrowers shall
provide updated information with respect to the items required on Schedule 9.1.4 . Each Borrower has good title to its Equity Interests in
its Subsidiaries, subject only to Agent’s Lien, and all such Equity Interests are duly issued, fully paid and non-assessable. There are no
outstanding options to purchase, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers
of attorney relating to any Equity Interests of any Borrower or Subsidiary which, if exercised could reasonably be expected to result in a
Change of Control.
9.1.5 Corporate Names; Locations . During the five years preceding the Closing Date, except as shown on Schedule 9.1.5 , no
Borrower or Subsidiary has been known as or used any corporate names, has been the surviving corporation of a merger or combination, or
has acquired any substantial part of the assets of any Person. The chief executive offices and other places of business of Borrowers and
Subsidiaries are shown on Schedule 8.6.1 .
9.1.6 Title to Properties; Priority of Liens . Each Borrower and Subsidiary has good and marketable title to (or valid leasehold
interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements
delivered to Agent or Lenders, in each case free of Liens except Permitted Liens. Each Borrower and Subsidiary has paid and discharged
all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. All Liens of Agent in the Collateral are
duly perfected, first priority Liens, subject only to Permitted Liens.
9.1.7 Accounts . Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made
by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a
Borrowing Base Certificate, that:
(a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment;
(b) it arises out of a completed, bona fide sale and delivery of goods in the Ordinary Course of Business, and substantially in
accordance with any purchase order, contract or other document relating thereto;
(c) it is for a sum certain, maturing as stated in the invoice covering such sale, a copy of which has been furnished or is available to
Agent on request;
(d) it is not subject to any offset, Lien (other than Agent’s Lien or other inchoate Permitted Liens having priority under law),
deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to
Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect;
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