MATERIALLY COMPROMISING THE SECURITY, INTEGRITY OR OPERATIONS OF SUCH SYSTEMS OR
NETWORKS.
(XV)
THE INDIVIDUALS IDENTIFIED AS THE OUTSIDE COUNSEL INVOLVED IN THE
DEVELOPMENT OR PROSECUTION OF THE BUSINESS IP ON SCHEDULE 1(RR) REPRESENT THE
26
OUTSIDE COUNSEL WHO HAVE PROVIDED ISIS OR IBIS STRATEGIC LEGAL AND INTELLECTUAL
PROPERTY ADVICE RELATED TO THE BUSINESS IP AND THE IBIS BUSINESS DURING THE
THREE (3) YEARS PRIOR TO THE CLOSING DATE.
(M)
COMPLIANCE WITH OTHER INSTRUMENTS. NEITHER IBIS NOR, WITH RESPECT TO THE
BUSINESS, ISIS IS IN VIOLATION OR DEFAULT OF ANY TERM OF ITS CHARTER DOCUMENTS,
EACH AS AMENDED, OR OF ANY PROVISION OF ANY CONTRACT TO WHICH IT IS PARTY OR BY
WHICH THE BUSINESS IS BOUND OR OF ANY JUDGMENT, DECREE, ORDER OR WRIT.
(N)
LITIGATION. THERE IS NO CLAIM PENDING OR, TO ISIS' OR IBIS' KNOWLEDGE,
THREATENED AGAINST IBIS OR, WITH RESPECT TO THE BUSINESS, ISIS (OR AGAINST ANY
IBIS OR ISIS EMPLOYEE (IN THEIR CAPACITY AS SUCH)), AT LAW OR IN EQUITY, OR
BEFORE OR BY ANY GOVERNMENTAL AUTHORITY, AND TO ISIS' OR IBIS' KNOWLEDGE, THERE
IS NO REASONABLE BASIS FOR ANY OF THE FOREGOING. NEITHER IBIS NOR, WITH RESPECT
TO THE BUSINESS, ISIS IS SUBJECT TO ANY OUTSTANDING ORDER, JUDGMENT, OR DECREE
ISSUED BY ANY GOVERNMENTAL AUTHORITY OR ANY ARBITRATOR. 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)
IBIS HAS FILED ALL REQUIRED 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
5.1(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