COPIES OF ALL MATERIAL ENVIRONMENTAL LICENSES, REPORTS,
AUDITS, ASSESSMENTS, AND INVESTIGATIONS, AND ANY OTHER MATERIAL ENVIRONMENTAL
DOCUMENTS, RELATING TO IBIS OR THE BUSINESS TO THE EXTENT THE FOREGOING ARE IN
THE POSSESSION, CUSTODY, OR CONTROL OF ISIS OR ANY OF ITS AFFILIATES OR IBIS.
(S)
OFFERING VALID. ASSUMING THE ACCURACY OF THE REPRESENTATIONS AND
WARRANTIES OF AMI CONTAINED IN SECTION 5.2 HEREOF, THE OFFER AND SALE OF THE
REMAINING SHARES WILL BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, AND WILL HAVE BEEN REGISTERED OR QUALIFIED (OR ARE EXEMPT FROM
REGISTRATION AND QUALIFICATION) UNDER THE REGISTRATION, PERMIT OR QUALIFICATION
REQUIREMENTS OF ALL APPLICABLE STATE SECURITIES LAWS. NEITHER ISIS NOR ANY AGENT
ON ITS BEHALF HAS SOLICITED OR WILL SOLICIT ANY OFFERS TO SELL OR HAS OFFERED TO
SELL OR WILL OFFER TO SELL ALL OR ANY PART OF THE REMAINING SHARES TO ANY PERSON
OR PERSONS SO AS TO BRING THE SALE OF SUCH REMAINING SHARES BY ISIS WITHIN THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT OR ANY STATE SECURITIES LAWS.
(T)
FINANCIAL STATEMENTS.
(I)
SCHEDULE 5.1(T)(I) ATTACHED HERETO CONTAINS THE FOLLOWING
FINANCIAL STATEMENTS (COLLECTIVELY THE "FINANCIAL STATEMENTS"): (I) THE PROFIT
AND LOSS STATEMENT FOR THE DIVISION FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
AND (II) THE PROFIT
31
AND LOSS STATEMENT FOR IBIS AND THE RELATED BALANCE SHEET (THE "MOST RECENT
BALANCE SHEET") FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2008. THE
FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP THROUGHOUT THE
PERIODS COVERED THEREBY, PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL
CONDITION OF IBIS OR THE DIVISION (AS THE CASE MAY BE) AS OF SUCH DATES AND THE
RESULTS OF OPERATIONS OF IBIS OR THE DIVISION (AS THE CASE MAY BE) FOR SUCH
PERIODS, AND ARE MATERIALLY CORRECT AND COMPLETE AND CONSISTENT WITH THE BOOKS
AND RECORDS OF IBIS (WHICH BOOKS AND RECORDS ARE MATERIALLY CORRECT AND
COMPLETE).
(II)
AS OF DECEMBER 31, 2008, THE [***], AS DETERMINED IN ACCORDANCE
WITH GAAP, ON THE IBIS BALANCE SHEET FOR THE TWELVE-MONTH PERIOD ENDING
DECEMBER 31, 2008 WILL BE NO LESS THAN $[***]. AS OF DECEMBER 31, 2008, THE
[***], AS DETERMINED IN ACCORDANCE WITH GAAP, ON THE IBIS BALANCE SHEET FOR THE
TWELVE-MONTH PERIOD ENDING DECEMBER 31, 2008 WILL BE NO MORE THAN $[***].
(U)
SUBSEQUENT EVENTS. SINCE THE DATE OF THE MOST RECENT BALANCE SHEET, THERE
HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE IN THE BUSINESS, ASSETS, LIABILITIES,
CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS, OPERATING RESULTS, PROSPECTS,
CUSTOMER RELATIONS OR SUPPLIER RELATIONS OF IBIS AND IBIS HAS AND ISIS HAS
CAUSED IBIS TO CONDUCT THE BUSINESS IN THE ORDINARY COURSE. SINCE THE DATE OF
THE MOST RECENT BALANCE SHEET:
(I)
IBIS HAS NOT SOLD, LEASED, TRANSFERRED, OR ASSIGNED ANY OF ITS
ASSETS TO A THIRD PARTY, TANGIBLE OR INTANGIBLE, OTHER THAN INVENTORY IN THE
ORDINARY COURSE OF BUSINESS;
(II)
NO PARTY (INCLUDING IBIS OR ISIS) HAS ACCELERATED, TERMINATED,
MODIFIED, OR CANCELED ANY MATERIAL CONTRACT (OR SERIES OF RELATED CONTRACTS) TO
WHICH IBIS IS