Neither Ibis nor any of
its Affiliates has received any opinion or memorandum or advice from legal
counsel to the effect that Ibis or the Business is or was exposed, from a legal
standpoint, to any material liability.
(o)
Tax Matters.
(I)
PRIOR TO THE DATE HEREOF, IBIS HAS NOT BEEN REQUIRED TO FILE ANY
TAX RETURNS.
ALL TAXES OWED AND DUE BY IBIS HAVE BEEN PAID.
NO CLAIM HAS EVER
BEEN MADE BY AN AUTHORITY IN ANY JURISDICTION THAT IBIS IS OR MAY BE SUBJECT TO
TAXATION BY THAT JURISDICTION.
THERE ARE NO ENCUMBRANCES ON ANY OF THE ASSETS
USED BY IBIS THAT AROSE IN CONNECTION WITH ANY FAILURE (OR ALLEGED FAILURE) TO
PAY ANY TAX.
SCHEDULE 3.1(O)(I) CONTAINS A LIST OF STATES, TERRITORIES AND
JURISDICTIONS (WHETHER FOREIGN OR DOMESTIC) IN WHICH IBIS IS REQUIRED TO FILE
TAX RETURNS.
(II)
IBIS HAS WITHHELD AND PAID ALL TAXES REQUIRED TO HAVE BEEN
WITHHELD AND PAID IN CONNECTION WITH AMOUNTS PAID OR OWING BY IBIS TO ANY
EMPLOYEE, INDEPENDENT CONTRACTOR, CREDITOR, STOCKHOLDER, OR OTHER THIRD PARTY,
AND ALL FORMS W-2 AND 1099 REQUIRED WITH RESPECT THERETO HAVE BEEN PROPERLY
COMPLETED.
(III)
THERE IS NO DISPUTE OR CLAIM CONCERNING ANY TAX LIABILITY OF IBIS
EITHER (A) CLAIMED OR RAISED BY ANY GOVERNMENTAL AUTHORITY OR (B) AS TO WHICH
ISIS OR IBIS HAS KNOWLEDGE.
(IV)
NEITHER IBIS NOR, WITH RESPECT TO THE BUSINESS, ISIS, HAS WAIVED
ANY STATUTE OF LIMITATIONS IN RESPECT OF TAXES OR AGREED TO ANY EXTENSION OF
TIME WITH RESPECT TO A TAX ASSESSMENT OR DEFICIENCY.
(V)
TO ISIS' OR IBIS' KNOWLEDGE BASED IN GOOD FAITH ON ADVICE OF
DELOITTE & TOUCHE LLP, (A) IBIS AND ISIS ARE AND WILL BE MEMBERS OF THE SAME
CONSOLIDATED GROUP, AS SUCH TERM IS DEFINED BY TREASURY REGULATION §
1.1502-1(H), WITH ISIS BEING THE COMMON PARENT OF SUCH CONSOLIDATED GROUP FOR
ALL TAXABLE YEARS THROUGH AND INCLUDING THE ACQUISITION CLOSING AND (B) UNLESS
THE PROVISIONS OF THE CODE
20
PERTAINING TO FILING TAX RETURNS AS A CONSOLIDATED GROUP ARE AMENDED PRIOR TO
THE ACQUISITION CLOSING, IBIS AND ISIS WILL BE ELIGIBLE TO FILE A CONSOLIDATED
TAX RETURN IN LIEU OF SEPARATE TAX RETURNS WITH RESPECT TO INCOME TAX IMPOSED BY
CHAPTER 1 OF THE CODE FOR ALL TAXABLE YEARS THROUGH AND INCLUDING THE
ACQUISITION CLOSING.
(VI)
IBIS IS NOT AND WILL NOT AT THE ACQUISITION CLOSING BE A PARTY TO
ANY ORAL OR WRITTEN TAX SHARING AGREEMENTS OR ARRANGEMENTS.
(p)
Employees.
(I)
NEITHER IBIS NOR, WITH RESPECT TO THE BUSINESS, ISIS, IS PARTY TO
ANY COLLECTIVE BARGAINING AGREEMENT.
THERE IS NO LABOR UNION ORGANIZING
ACTIVITY PENDING OR, TO ISIS' OR IBIS' KNOWLEDGE, THREATENED WITH RESPECT TO
IBIS.
EACH OF IBIS AND, WITH RESPECT TO THE BUSINESS, ISIS HAS COMPLIED WITH
ALL APPLICABLE LAWS RELATING TO THE EMPLOYMENT OF LABOR AND, WITHIN THE LAST
FIVE (5) YEARS, NEITHER IBIS NOR ISIS, WITH RESPECT TO THE BUSINESS, HAS
EXPERIENCED ANY STRIKE, WORK STOPPAGE, LOCKOUT, GRIEVANCE, UNFAIR LABOR PRACTICE
CLAIM OR OTHER LABOR RELATION PROBLEM,