ANY SUCH VIOLATIONS THAT, INDIVIDUALLY OR IN THE AGGREGATE,
ARE NOT
REASONABLY LIKELY TO HAVE A HYPERFEED MATERIAL ADVERSE EFFECT.
(B)
TO THE KNOWLEDGE OF HYPERFEED, HYPERFEED AND ITS SUBSIDIARIES EACH
HAVE ALL PERMITS, LICENSES, APPROVALS, AUTHORIZATIONS OF AND REGISTRATIONS WITH
AND UNDER ALL FEDERAL, STATE, LOCAL AND FOREIGN LAWS, AND FROM ALL GOVERNMENTAL
ENTITIES REQUIRED BY HYPERFEED AND/OR ANY HYPERFEED SUBSIDIARY TO CARRY ON THEIR
BUSINESS AS CURRENTLY CONDUCTED, EXCEPT WHERE THE FAILURE TO HAVE ANY SUCH
PERMITS, LICENSES, APPROVALS, AUTHORIZATIONS OR REGISTRATIONS, INDIVIDUALLY OR
IN THE AGGREGATE, WOULD NOT BE REASONABLY LIKELY TO HAVE A HYPERFEED MATERIAL
ADVERSE EFFECT.
Section 5.9.
Litigation.
There are no actions, suits, investigations,
arbitrations or other proceedings pending against, or to the Knowledge of
HyperFeed threatened against, HyperFeed or any of its assets or properties
before any arbitrator or Governmental Entity that are, individually or in the
aggregate, reasonably likely to (a) have a HyperFeed Material Adverse Effect, or
(b) prevent HyperFeed from performing its obligations under this Agreement or
consummating the transactions contemplated by this Agreement.
SECTION 5.10.
TITLE TO PROPERTIES.
(A)
HYPERFEED HAS GOOD AND MARKETABLE TITLE TO, OR VALID LEASEHOLD
INTERESTS IN, ALL ITS PROPERTIES AND ASSETS REFLECTED IN THE HYPERFEED FINANCIAL
STATEMENTS AS BEING OWNED OR LEASED BY HYPERFEED, EXCEPT FOR SUCH AS ARE NO
LONGER USED OR USEFUL IN THE CONDUCT OF ITS BUSINESS OR AS HAVE BEEN DISPOSED OF
IN THE ORDINARY COURSE OF BUSINESS AND EXCEPT FOR DEFECTS IN TITLE, EASEMENTS,
RESTRICTIVE COVENANTS AND SIMILAR LIENS, ENCUMBRANCES OR IMPEDIMENTS THAT ARE
NOT REASONABLY LIKELY TO HAVE A HYPERFEED MATERIAL ADVERSE EFFECT.
ALL SUCH
ASSETS AND PROPERTIES, OTHER THAN ASSETS AND PROPERTIES IN WHICH HYPERFEED HAS
LEASEHOLD INTERESTS, ARE FREE AND CLEAR OF ALL LIENS, EXCEPT FOR LIENS WHICH ARE
NOT REASONABLY LIKELY TO HAVE A HYPERFEED MATERIAL ADVERSE EFFECT.
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(B)
HYPERFEED AND EACH HYPERFEED SUBSIDIARY (I) IS IN SUBSTANTIAL
COMPLIANCE WITH THE TERMS OF ALL LEASES TO WHICH ANY OF THEM, ARE, RESPECTIVELY,
A PARTY AND UNDER WHICH IT IS IN OCCUPANCY, AND ALL SUCH LEASES ARE IN FULL
FORCE AND EFFECT AND (II) ENJOYS PEACEFUL AND UNDISTURBED POSSESSION UNDER ALL
SUCH LEASES.
SECTION 5.11.
INTELLECTUAL PROPERTY.
(A)
HYPERFEED OWNS OR HAS A VALID LICENSE TO USE, FREE AND CLEAR OF
ALL LIENS ALL MATERIAL:
(I) MARKS; (II) PATENTS; (III) COPYRIGHTS; AND (IV)
TRADE SECRETS; NECESSARY TO (X) CARRY ON THE BUSINESS OF HYPERFEED AS CURRENTLY
CONDUCTED, AND (Y) MAKE, HAVE MADE, USE, DISTRIBUTE AND SELL ALL PRODUCTS
CURRENTLY SOLD BY HYPERFEED.
(B)
HYPERFEED HAS NOT RECEIVED ANY NOTIFICATION OR OTHER COMMUNICATION
OF THE EXISTENCE OF ANY DISPUTE OR DISAGREEMENT WITH RESPECT TO ANY AGREEMENT TO
WHICH HYPERFEED IS A PARTY, RELATING TO ANY OF THE MARKS, PATENTS, COPYRIGHTS,
OR TRADE SECRETS OWNED BY HYPERFEED (COLLECTIVELY, "HYPERFEED INTELLECTUAL
PROPERTY"), AND TO HYPERFEED'S KNOWLEDGE, THERE ARE NO SUCH THREATENED DISPUTES
OR DISAGREEMENTS.
(C)
ALL CURRENT AND FORMER EMPLOYEES OF HYPERFEED WHO DEVELOPED OR
HAVE DEVELOPED INTELLECTUAL PROPERTY WITHIN THE SCOPE OF THEIR EMPLOYMENT WITH
HYPERFEED