COSTS AND EXPENSES INCURRED BY HYPERFEED IN CONNECTION WITH THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY WILL BE BORNE BY HYPERFEED AND EITHER PAID
OR ACCRUED AS A LIABILITY ON HYPERFEED'S BALANCE SHEET BEFORE THE CLOSING, AND
(III) ALL COSTS AND EXPENSES INCURRED BY PICO IN CONNECTION WITH THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY WILL BE BORNE BY PICO.
SECTION 7.8.
TAX MATTERS.
The following provisions shall govern the allocation of responsibility as
between the parties hereto for certain Tax matters following the Closing Date:
(A)
EACH OF THE PARTIES HERETO SHALL COOPERATE, AND SHALL CAUSE ITS
SUBSIDIARIES AND AFFILIATES TO COOPERATE, AS AND TO THE EXTENT REASONABLY
REQUESTED IN CONNECTION WITH THE FILING OF HYPERFEED RETURNS AND EXEGY RETURNS,
AND ANY CLAIM FOR REFUND, AUDIT, LITIGATION OR OTHER PROCEEDING WITH RESPECT TO
TAXES.
SUCH COOPERATION SHALL INCLUDE THE RETENTION AND (UPON THE REQUEST OF
ANOTHER PARTY HERETO) THE PROVISION OF RECORDS AND INFORMATION WHICH ARE
REASONABLY RELEVANT TO ANY SUCH RETURN FILING, CLAIM FOR REFUND, AUDIT,
LITIGATION OR OTHER PROCEEDING AND MAKING EMPLOYEES AVAILABLE ON A MUTUALLY
CONVENIENT BASIS TO PROVIDE ADDITIONAL INFORMATION AND EXPLANATION OF ANY
MATERIAL PROVIDED HEREUNDER.
(B)
EXEGY SHALL PAY ALL SALES, USE, TRANSFER, REAL PROPERTY, TRANSFER,
RECORDING, DOCUMENTARY, STAMP, REGISTRATION, STOCK TRANSFER AND OTHER SIMILAR
TAXES AND FEES, INCLUDING PENALTIES AND INTEREST ARISING OUT OF ITS CONTRIBUTION
OF THE HYPERFEED SHARES, AND SHALL FILE ALL TAX RETURNS AND OTHER NECESSARY
DOCUMENTATION WITH RESPECT THERETO.
(C)
ANY AND ALL TAX ALLOCATION OR SHARING AGREEMENTS BINDING EXEGY OR
ANY OF THE EXEGY SUBSIDIARIES OR HYPERFEED OR ANY HYPERFEED SUBSIDIARY, AS THE
CASE MAY BE, SHALL BE TERMINATED AS OF THE DAY BEFORE THE CLOSING DATE.
SECTION 7.9.
EMPLOYEE COMPENSATION AND BENEFITS; SERVICE RECOGNITION. TO THE
EXTENT SERVICE IS RELEVANT FOR PURPOSES OF ELIGIBILITY, PARTICIPATION OR VESTING
(BUT NOT THE ACCRUAL OF BENEFITS OTHER THAN PAID TIME OFF UNDER ANY EXEGY
EMPLOYEE PLANS), THE EMPLOYEES OF HYPERFEED SHALL BE CREDITED FOR THEIR SERVICE
AS OF THE EFFECTIVE TIME WITH HYPERFEED OR ANY PREDECESSOR ENTITY.
EACH
EMPLOYEE OF HYPERFEED SHALL BE ELIGIBLE TO PARTICIPATE IN THE EXEGY PLANS TO
THE
SAME EXTENT AS A SIMILARLY SITUATED EMPLOYEE OF EXEGY.
TO THE EXTENT
PERMITTED UNDER THE APPLICABLE PLAN, EXEGY SHALL (I) WAIVE ANY PREEXISTING
CONDITION OR WAIVING PERIOD LIMITATION THAT WOULD OTHERWISE BE APPLICABLE TO AN
EMPLOYEE OF HYPERFEED OR HIS OR HER SPOUSE OR DEPENDENTS, AND (II) GIVE CREDIT
FOR ANY DEDUCTIBLE OR CO-PAYMENT AMOUNTS PAID UNDER A HYPERFEED PLAN BY ANY
EMPLOYEE OF HYPERFEED (OR HIS OR HER SPOUSE OR DEPENDENTS) IN RESPECT
30
OF THE PLAN YEAR IN WHICH THE CLOSING OCCURS TO THE EXTENT THAT SUCH INDIVIDUALS
PARTICIPATE IN AN EXEGY EMPLOYEE PLAN FOLLOWING THE CLOSING FOR WHICH
DEDUCTIBLES OR CO-PAYMENTS ARE REQUIRED.
(B)
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT
NOTHING CONTAINED HEREIN SHALL BE CONSTRUED AS REQUIRING EXEGY, HYPERFEED, OR
ANY OF THEIR AFFILIATES TO CONTINUE ANY SPECIFIC BENEFIT PLAN OR TO CONTINUE THE
EMPLOYMENT OF ANY SPECIFIC PERSON.