(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 NOT BEEN REQUIRED TO FILE ANY 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 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 to income
Tax imposed by Chapter 1 of the Code for all taxable years through and including
the Closing.
27
(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