BY AN OFFICER OF EACH OF
ISIS AND IBIS, RESPECTIVELY, (III) CERTIFICATES FROM APPROPRIATE AUTHORITIES,
DATED AS OF OR ABOUT THE CLOSING DATE, AS TO THE GOOD STANDING AND QUALIFICATION
TO DO BUSINESS OF IBIS IN ITS JURISDICTION OF INCORPORATION, (IV) SUCH OTHER
DOCUMENTS OR INSTRUMENTS AS ARE REQUIRED TO BE DELIVERED AT THE CLOSING PURSUANT
TO THE TERMS HEREOF AND (V) SUCH OTHER DOCUMENTS OR INSTRUMENTS AS AMI
REASONABLY REQUESTS TO EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY.
(F)
ISIS SHALL TENDER TO AMI A CERTIFICATE REPRESENTING THE REMAINING
SHARES DULY AND VALIDLY ENDORSED FOR TRANSFER IN FAVOR OF AMI OR ACCOMPANIED BY
A SEPARATE STOCK POWER DULY AND VALIDLY EXECUTED BY ISIS AND OTHERWISE
SUFFICIENT TO VEST IN AMI LEGAL AND BENEFICIAL OWNERSHIP OF THE REMAINING
SHARES.
(G)
ISIS SHALL HAVE RECEIVED AND DELIVERED TO AMI ALL THIRD PARTY
CONSENTS IDENTIFIED ON SCHEDULE 4.1(G) AND ISIS AND AMI SHALL HAVE RECEIVED ALL
OTHER
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AUTHORIZATIONS, CONSENTS, AND APPROVALS OF GOVERNMENTAL AUTHORITIES REFERRED TO
IN SECTIONS 5.1(C) AND 5.1(D).
(H)
IBIS SHALL HAVE THE BENEFIT OF ALL LICENSES NECESSARY TO CONDUCT
THE BUSINESS AS IT HAD BEEN CONDUCTED PRIOR TO THE CLOSING AND AS CONTEMPLATED
TO BE CONDUCTED IMMEDIATELY THEREAFTER.
(I)
ISIS SHALL HAVE OBTAINED (A) PAYOFF LETTERS FOR ANY INDEBTEDNESS
OF IBIS TO BE PAID BY AMI ON BEHALF OF ISIS AT THE CLOSING AND (B) RELEASES OF
ANY AND ALL ENCUMBRANCES ON THE REMAINING SHARES OR THE ASSETS OF IBIS (EXCEPT,
WITH RESPECT TO THE ASSETS OF IBIS, PERMITTED ENCUMBRANCES), ALL ON TERMS
REASONABLY SATISFACTORY TO AMI.
(J)
SINCE THE INVESTMENT DATE, THERE SHALL HAVE BEEN NO OCCURRENCE OR
DISCLOSURE OF ANY EVENT, CIRCUMSTANCE OR STATE OF FACTS WHICH HAS, OR WOULD
REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT ON THE BUSINESS,
ASSETS, CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS, OPERATING RESULTS,
EMPLOYEE RELATIONS, CUSTOMER RELATIONS OR SUPPLIER RELATIONS OF IBIS (A
"MATERIAL ADVERSE EFFECT").
(K)
ISIS AND IBIS SHALL HAVE EXECUTED AND DELIVERED TO AMI THE
TRANSITION SERVICES AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
EXHIBIT A (THE "TRANSITION SERVICES AGREEMENT") AND THE TRANSITION SERVICES
AGREEMENT SHALL BE IN FULL FORCE AND EFFECT.
(L)
ISIS SHALL HAVE EXECUTED AND DELIVERED TO AMI AN ESCROW AGREEMENT
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT B (THE "ESCROW AGREEMENT")
AND THE ESCROW AGREEMENT SHALL BE IN FULL FORCE AND EFFECT.
(M)
ISIS SHALL HAVE EXECUTED AND DELIVERED TO AMI A NON-FOREIGN
AFFIDAVIT DATED AS OF THE CLOSING DATE AND IN FORM AND SUBSTANCE REQUIRED UNDER
THE TREASURY REGULATIONS ISSUED PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE
CODE STATING THAT ISIS IS NOT A "FOREIGN PERSON" AS DEFINED IN CODE § 1445.
(N)
THERE SHALL NOT HAVE BEEN ANY MATERIAL BREACH OF ANY OF THE TERMS
AND PROVISIONS OF THE TRANSACTION DOCUMENTS THAT HAS NOT BEEN WAIVED BY AMI.
(O)
EXCEPT AS CONTEMPLATED BY SECTION 2.4 AND THE TRANSITION SERVICES
AGREEMENT, IBIS SHALL BE ENTITLED TO FULLY EXERCISE WITHOUT RESTRICTION OR
LIMITATION ALL LEGAL AND BENEFICIAL RIGHTS UNDER