OR OTHER PERSON ON A FULL-TIME, PART-TIME,
CONSULTING, OR OTHER BASIS OR CONTRACT RELATING TO LOANS TO OFFICERS, DIRECTORS,
EMPLOYEES OR AFFILIATES; (B) AGREEMENT OR INDENTURE RELATING TO BORROWED MONEY
OR OTHER INDEBTEDNESS OR THE MORTGAGING, PLEDGING, OR OTHERWISE PLACING AN
ENCUMBRANCE ON ASSETS OR CAPITAL STOCK OF IBIS; (C) LEASE OR AGREEMENT UNDER
WHICH IBIS IS THE LESSEE OF OR HOLDS OR OPERATES ANY PROPERTY, REAL OR PERSONAL,
OWNED BY ANY OTHER PARTY, EXCEPT FOR ANY LEASE OR AGREEMENT FOR REAL OR PERSONAL
PROPERTY UNDER WHICH THE AGGREGATE ANNUAL CONSIDERATION IS LESS THAN OR EQUAL TO
$25,000; (D) LEASE OR AGREEMENT UNDER WHICH IBIS IS THE LESSOR OF OR PERMITS ANY
PERSON TO HOLD OR OPERATE ANY PROPERTY, REAL OR PERSONAL, OWNED OR CONTROLLED BY
IBIS; (E) DISTRIBUTION OR FRANCHISE AGREEMENT; (F) AGREEMENT WITH A TERM OF MORE
THAN SIX MONTHS AND (1) WHICH IS NOT TERMINABLE BY IBIS UPON LESS THAN 90 DAYS'
NOTICE WITHOUT PENALTY OR (2) WHICH INVOLVES AGGREGATE ANNUAL CONSIDERATION IN
EXCESS OF $25,000; (G) AGREEMENTS RELATING TO OWNERSHIP OF OR INVESTMENTS IN ANY
BUSINESS OR ENTERPRISE, INCLUDING JOINT VENTURES AND MINORITY EQUITY
INVESTMENTS; (H) CONTRACT PROHIBITING IT FROM FREELY ENGAGING IN ANY BUSINESS OR
COMPETING ANYWHERE IN THE WORLD; (I) EXCEPT AS OTHERWISE DISCLOSED ON SCHEDULE
3.1(X)(I) ANY OTHER CONTRACT OR GROUP OF RELATED CONTRACTS WITH THE SAME PARTY
OR GROUP OF AFFILIATED PARTIES THAT INVOLVES AGGREGATE ANNUAL CONSIDERATION FROM
OR TO IBIS IN EXCESS OF $100,000; OR (J) ANY CONTRACT THAT IS OTHERWISE MATERIAL
TO IBIS AND/OR THE BUSINESS, INCLUDING, WITHOUT LIMITATION, ANY IP CONTRACT OR
GOVERNMENT CONTRACT, WHETHER OR NOT ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS AND WHETHER OR NOT PERFORMANCE THEREUNDER HAS BEEN COMPLETED.
ALL OF
THE CONTRACTS AND OTHER SIMILAR ARRANGEMENTS SET FORTH ON OR REQUIRED TO BE SET
FORTH ON SCHEDULE 3.1(X)(I) (THE "IBIS CONTRACTS").
(II)
ALL OF THE IBIS CONTRACTS ARE VALID, BINDING, ENFORCEABLE AND IN
FULL FORCE AND EFFECT, AND THE FINANCING WILL NOT CAUSE SUCH CONTRACTS TO CEASE
TO BE VALID, BINDING, ENFORCEABLE AND IN FULL FORCE AND EFFECT ON IDENTICAL
TERMS FOLLOWING THE CLOSING DATE.
EACH OF ISIS OR IBIS, AS APPLICABLE, AND, TO
ISIS' OR IBIS' KNOWLEDGE, EACH COUNTERPARTY THERETO HAS PERFORMED ALL MATERIAL
OBLIGATIONS REQUIRED TO BE PERFORMED BY IT AND IS NOT IN DEFAULT UNDER OR IN
BREACH OF OR IN RECEIPT OF ANY CLAIM OF DEFAULT OR BREACH UNDER ANY IBIS
CONTRACT.
NO EVENT HAS OCCURRED WHICH WITH THE PASSAGE OF TIME OR THE GIVING OF
NOTICE OR BOTH WOULD RESULT IN A DEFAULT, BREACH OR EVENT OF NONCOMPLIANCE BY
EITHER IBIS OR ISIS OR, TO ISIS' OR IBIS' KNOWLEDGE, ANY OTHER PARTY UNDER ANY
SUCH IBIS CONTRACT.
NEITHER ISIS NOR IBIS HAS RECEIVED NOTICE OF THE INTENTION
OF ANY PARTY TO CANCEL OR TERMINATE ANY IBIS CONTRACT AND, TO ISIS' OR IBIS'
KNOWLEDGE, THERE HAS NOT BEEN ANY BREACH OR ANTICIPATED BREACH BY THE OTHER
PARTIES TO ANY SUCH IBIS CONTRACT.
(III)
ISIS HAS PROVIDED AMI WITH A