TREASURY REGULATION
§ 1.1502-1(H), WITH ISIS BEING THE COMMON PARENT OF SUCH CONSOLIDATED GROUP FOR
ALL TAXABLE YEARS THROUGH AND INCLUDING THE CLOSING AND (B) UNLESS THE
PROVISIONS OF THE CODE PERTAINING TO FILING TAX RETURNS AS A CONSOLIDATED GROUP
ARE AMENDED PRIOR TO THE CLOSING, IBIS AND ISIS WILL BE ELIGIBLE TO FILE A
CONSOLIDATED TAX RETURN IN LIEU OF SEPARATE TAX RETURNS WITH RESPECT
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TO INCOME TAX IMPOSED BY CHAPTER 1 OF THE CODE FOR ALL TAXABLE YEARS THROUGH AND
INCLUDING THE CLOSING.
(VI)
IBIS IS NOT AND WILL NOT AT THE 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, INCLUDING, WITHOUT LIMITATION, ANY WRITTEN DISPUTE WITH OR
CLAIM BY FORMER EMPLOYEES REGARDING TERMINATION AND/OR SEVERANCE PAY. TO THE
KNOWLEDGE OF ISIS OR IBIS, NO EXECUTIVE, KEY EMPLOYEE OR GROUP OF EMPLOYEES OF
IBIS HAS ANY PLANS TO TERMINATE EMPLOYMENT WITH IBIS. IN THE PAST THREE
(3) YEARS, IBIS AND ISIS HAVE COMPLIED IN ALL RESPECTS WITH THE NOTIFICATION
PROVISIONS (OR PAID SEVERANCE IN LIEU THEREOF) OF THE WARN ACT AND APPLICABLE
SIMILAR STATE OR LOCAL LAWS. NO EXECUTIVE, KEY EMPLOYEE OR GROUP OF EMPLOYEES OF
IBIS OR THE BUSINESS HAS BEEN TERMINATED OR RESIGNED THEIR EMPLOYMENT SINCE THE
INVESTMENT DATE.
(II)
SCHEDULE 5.1(P)(II) CONTAINS A TRUE AND COMPLETE LIST OF EACH
EMPLOYMENT (OTHER THAN AT-WILL OFFER LETTERS WITH NO SEVERANCE, COMPENSATION
TERM GUARANTEE OR MATERIAL BENEFIT), BONUS, FRINGE BENEFIT, DEFERRED
COMPENSATION, INCENTIVE COMPENSATION, STOCK PURCHASE, STOCK OPTION, STOCK
APPRECIATION RIGHT OR OTHER STOCK-BASED INCENTIVE, SEVERANCE, CHANGE-IN-CONTROL,
OR OTHER TERMINATION PAY, HOSPITALIZATION OR OTHER MEDICAL, DISABILITY, LIFE OR
OTHER INSURANCE, SUPPLEMENTAL UNEMPLOYMENT BENEFITS, PROFIT-SHARING, PENSION, OR
RETIREMENT PLAN, PROGRAM OR CONTRACT AND EACH OTHER EMPLOYEE BENEFIT PLAN,
PROGRAM OR CONTRACT SPONSORED, MAINTAINED OR CONTRIBUTED TO OR REQUIRED TO BE
CONTRIBUTED TO BY IBIS, OR BY ANY TRADE OR BUSINESS, WHETHER OR NOT INCORPORATED
(AN "ERISA AFFILIATE"), THAT TOGETHER WITH IBIS OR ISIS WOULD BE DEEMED A
"SINGLE EMPLOYER" UNDER SECTION 414(B), (C), (M) OR (O) OF THE CODE, FOR THE
BENEFIT OF ANY CURRENT OR FORMER EMPLOYEE OR DIRECTOR OF IBIS (THE "PLANS").
SCHEDULE 5.1(P)(II) IDENTIFIES EACH PLAN THAT IS AN "EMPLOYEE WELFARE BENEFIT
PLAN" OR "EMPLOYEE PENSION BENEFIT PLAN" AS SUCH TERMS ARE DEFINED IN SECTIONS
3(1) AND 3(2) OF ERISA (SUCH PLANS BEING HEREINAFTER REFERRED TO COLLECTIVELY AS
THE "ERISA PLANS").
(III)
EXCEPT AS SPECIFIED IN SECTION 8.11(D), NEITHER IBIS NOR ISIS HAS
ANY FORMAL