SHALL DELIVER TO THE ESCROW AGENT THE IBIS EMPLOYEE RETENTION
AMOUNT, VIA WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT
DESIGNATED BY THE ESCROW AGENT, TO BE HELD IN ESCROW PURSUANT TO THE TERMS OF
THE ESCROW AGREEMENT;
(D)
ISIS SHALL DELIVER TO IBIS ALL BOOKS, RECORDS AND OTHER MATERIALS
OF IBIS OR RELATED TO OR USED BY IBIS IN THE BUSINESS (UNLESS OTHERWISE
SPECIFICALLY SET FORTH IN THE TRANSITION SERVICES AGREEMENT);
(E)
ISIS SHALL DELIVER TO AMI THE PERMITTED EMPLOYEE COMPENSATION
PLAN; AND
(F)
ISIS SHALL DELIVER TO AMI ONE OR MORE COMPACT DISCS OR OTHER
ELECTRONIC MEDIA CONTAINING THE CONTENTS OF THE ELECTRONIC DATAROOM MAINTAINED
BY ISIS AT [***] AS OF THE DATE THAT IS THREE BUSINESS DAYS PRIOR TO THE DATE
HEREOF, TOGETHER WITH A CERTIFICATE OF AN AUTHORIZED OFFICER CERTIFYING THAT
SUCH COMPACT DISCS CONTAIN TRUE, ACCURATE AND COMPLETE COPIES OF THE MATERIALS
IN SUCH DATAROOM AS OF SUCH DATE.
16
Section 4.
CONDITIONS TO OBLIGATION TO CLOSE.
4.1
Conditions to Obligation of AMI.
The obligation of AMI to
consummate the transactions to be performed by it in connection with the Closing
is subject to satisfaction of the following conditions:
(A)
THE REPRESENTATIONS AND WARRANTIES OF ISIS SET FORTH IN THIS
AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AT AND AS OF THE
DATE HEREOF AND AS OF THE CLOSING DATE (DISREGARDING ANY MATERIALITY OR MATERIAL
ADVERSE EFFECT QUALIFICATIONS CONTAINED THEREIN); PROVIDED, THAT ANY
REPRESENTATION OR WARRANTY OF ISIS SET FORTH IN THIS AGREEMENT THAT IS MADE AS
OF ANY DATE OTHER THAN THE DATE HEREOF SHALL BE TRUE AND CORRECT AS OF SUCH DATE
IN ALL MATERIAL RESPECTS (DISREGARDING ANY MATERIALITY OR MATERIAL ADVERSE
EFFECT QUALIFICATIONS CONTAINED THEREIN).
(B)
EACH OF ISIS AND IBIS SHALL HAVE PERFORMED AND COMPLIED IN ALL
MATERIAL RESPECTS WITH ALL OF THEIR COVENANTS HEREUNDER THROUGH THE CLOSING.
(C)
NO CLAIM SHALL BE PENDING BEFORE ANY COURT, ARBITRATOR, OTHER BODY
OR ADMINISTRATIVE AGENCY OF ANY GOVERNMENTAL AUTHORITY WHEREIN AN UNFAVORABLE
INJUNCTION, JUDGMENT, ORDER, DECREE, RULING OR CHARGE WOULD PREVENT CONSUMMATION
OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (AND NO SUCH
INJUNCTION, JUDGMENT, ORDER, DECREE, RULING OR CHARGE SHALL BE IN EFFECT).
(D)
ALL FILINGS WITH AND AUTHORIZATIONS AND APPROVALS OF GOVERNMENTAL
AUTHORITIES THAT ARE REQUIRED FOR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL HAVE BEEN DULY MADE AND OBTAINED ON TERMS REASONABLY
SATISFACTORY TO AMI.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL
APPLICABLE WAITING PERIODS (AND ANY EXTENSIONS THEREOF) UNDER THE HART SCOTT
RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED (THE "HSR ACT"), SHALL
HAVE EXPIRED OR OTHERWISE BEEN TERMINATED.
(E)
ISIS SHALL HAVE DELIVERED TO AMI (I) A CERTIFICATE FROM AN OFFICER
OF ISIS TO THE EFFECT THAT EACH OF THE CONDITIONS SPECIFIED IN SECTION 4.1(A),
SECTION 4.1(B) AND SECTION 4.1(J) IS SATISFIED IN ALL RESPECTS, (II) A COPY OF
THE RESOLUTIONS OF THE GOVERNING BODY OF EACH OF ISIS AND IBIS APPROVING THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, CERTIFIED