Nautilus 2009 Annual Report Download - page 306

Section 6.3 Government Approvals . No Government Approval or filing or registration with any Governmental Authority is required
for the making and performance by Borrower of this Agreement or any Loan Document, or in connection with any of the transactions
contemplated hereby, except those that have been obtained or made and are in full force and effect. Borrower has obtained all Governmental
Approvals that are necessary or required in connection with the conduct of Borrower’s business, except any Governmental Approvals the failure
to obtain which could not be reasonably likely to result in a Material Adverse Effect.
Section 6.4 Binding Obligations . This Agreement, the Note, and the other Loan Documents have been duly executed and delivered
by Borrower and constitutes the legal, valid, and binding obligations of Borrower. This Agreement, the Note, and the other Loan Documents are
enforceable against Borrower and its property in accordance with their respective terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally, and except as the remedy of specific
performance, or the remedy of injunctive relief, is subject to the discretion of the court before which any proceeding therefor may be brought.
Section 6.5 Litigation . Except as set forth in Schedule 6.5 of this Agreement, there are no actions, proceedings, investigations, or
claims against or affecting Borrower now pending before any court, arbitrator, or Governmental Authority, which individually or in the
aggregate, could be reasonably likely to result in a Material Adverse Effect.
Section 6.6 Financial Condition of Borrower . Borrower has delivered to Lender Borrower’s report on Form 10-Q for fiscal quarter
ending September 30, 2009 as filed with the SEC, which presents fairly in all material respects Borrower’s financial condition and results of
operations for the period covered thereby. Since the date of such report, there has been no Material Adverse Effect, except as has been disclosed
to Lender in writing.
Section 6.7 Title and Liens . Borrower has good and marketable title to all of Borrower’s material properties and assets. The
Collateral is not subject to any Lien, other than Permitted Liens.
Section 6.8 Intellectual Property; Licenses, Etc . Borrower owns, licenses or otherwise possesses the right to use, all material
trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are
reasonably necessary for the operation of its businesses, without conflict with the rights of any other Person, except to the extent such conflict
could not be reasonably likely to result in a Material Adverse Effect. To the knowledge of Borrower, no slogan or other advertising device,
product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Borrower infringes upon
any rights held by any other Person in any material respect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge
of Borrower, threatened.
Section 6.9 Taxes
. Borrower has filed all federal and state and all other material tax returns and reports required of Borrower and has
paid all material Taxes that are due and payable (except to the extent such Taxes are being properly contested in good faith by
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