Nautilus 2007 Annual Report Download - page 143

(e) no purchase order, agreement, document or Applicable Law restricts assignment of such Account to Agent (regardless of whether,
under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice;
(f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account,
except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice
related thereto and in the reports submitted to Agent hereunder; and
(g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability
or collectibility of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the
applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not
failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened or pending against any Account
Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition.
9.1.8 Financial Statements . The consolidated and consolidating (by business segment in accordance with Borrowers’ internal
procedures in effect on the Closing Date or such other internal procedures as may be reasonably acceptable to Agent) balance sheets, and
related statements of income, cash flow and shareholder’s equity, of Borrowers and Subsidiaries that have been and are hereafter delivered
to Agent and Lenders, are prepared in accordance with GAAP (other than, in the case of unaudited financial statements, the absence of
footnotes and year-end adjustments), and fairly present the financial positions and results of operations of Borrowers and Subsidiaries at
the dates and for the periods indicated. All projections delivered from time to time to Agent and Lenders have been prepared in good faith,
based on reasonable assumptions in light of the circumstances known at such time, it being understood that such projections are by their
nature prospective and contingent on a wide range of factors and that actual results may vary significantly. Since the later of August 31,
2007 or the date of the most recently delivered annual audited financial statements delivered to Agent, there has been no change in the
condition, financial or otherwise, of any Borrower or Subsidiary that could reasonably be expected to have a Material Adverse Effect. No
financial statement delivered to Agent or Lenders at any time contains any untrue statement of a material fact, nor fails to disclose any
material fact necessary to make such statement not materially misleading. US Borrower is Solvent, Swiss Borrower is Solvent after taking
into account its rights of contribution and the Obligors taken as a whole are Solvent.
9.1.9 Surety Obligations . No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that
assures payment or performance of any obligation of any Person, except as permitted hereunder.
9.1.10 Taxes . Each Borrower and Subsidiary has filed all federal, state and material local tax returns and other reports that it is
required by law to file, and has paid, or made provision for the payment of, all federal, state and material local Taxes upon it, its income
and its Properties that are due and payable, except to the extent being Properly Contested. The provision for Taxes on the books of each
Borrower and Subsidiary is adequate for all years not closed by applicable statutes, and for its current Fiscal Year.
9.1.11 Brokers . There are no brokerage commissions, finder’s fees or investment banking fees payable (other than those set forth in
the Fee Letter) in connection with any transactions contemplated by the Loan Documents.
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