SECTION 280G OF THE CODE.
19
(E)
EXCEPT AS DISCLOSED IN WRITING TO HYPERFEED PRIOR TO THE DATE
HEREOF, THERE HAS BEEN NO AMENDMENT TO, WRITTEN INTERPRETATION OR ANNOUNCEMENT
(WHETHER OR NOT WRITTEN) RELATING TO, OR CHANGE IN EMPLOYEE PARTICIPATION OR
COVERAGE UNDER, ANY EXEGY EMPLOYEE PLAN THAT WOULD INCREASE MATERIALLY THE
EXPENSE OF MAINTAINING SUCH EXEGY EMPLOYEE PLAN ABOVE THE LEVEL OF THE EXPENSE
INCURRED IN RESPECT THEREOF FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005.
(F)
NO EXEGY EMPLOYEE PLAN PROMISES OR PROVIDES POST-RETIREMENT
MEDICAL, LIFE INSURANCE OR OTHER BENEFITS DUE NOW OR IN THE FUTURE TO CURRENT,
FORMER OR RETIRED EMPLOYEES OF EXEGY OR ANY EXEGY SUBSIDIARY.
SECTION 6.13.
COMPLIANCE WITH LAWS; LICENSES, PERMITS AND REGISTRATIONS.
(A)
NEITHER EXEGY NOR ANY EXEGY SUBSIDIARY IS IN VIOLATION OF, NOR HAS
EXEGY OR ANY EXEGY SUBSIDIARY BEEN NOTIFIED THAT IT HAS VIOLATED, ANY APPLICABLE
PROVISIONS OF ANY LAWS, STATUTES, ORDINANCES, REGULATIONS, JUDGMENTS,
INJUNCTIONS, ORDERS OR CONSENT DECREES, EXCEPT FOR ANY SUCH VIOLATIONS THAT,
INDIVIDUALLY OR IN THE AGGREGATE, ARE NOT
REASONABLY LIKELY TO HAVE AN EXEGY
MATERIAL ADVERSE EFFECT.
(B)
EXEGY AND EACH EXEGY SUBSIDIARY HAS 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
EXEGY AND/OR ITS SUBSIDIARIES TO CARRY ON ITS 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 AN EXEGY MATERIAL ADVERSE EFFECT.
SECTION 6.14.
TITLE TO PROPERTIES.
(A)
EXEGY HAS GOOD AND MARKETABLE TITLE TO, OR VALID LEASEHOLD
INTERESTS IN, ALL ITS PROPERTIES AND ASSETS REFLECTED IN THE EXEGY FINANCIAL
STATEMENTS AS BEING OWNED OR LEASED BY EXEGY, 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 AN EXEGY MATERIAL ADVERSE EFFECT. ALL SUCH ASSETS
AND PROPERTIES, OTHER THAN ASSETS AND PROPERTIES IN WHICH EXEGY HAS LEASEHOLD
INTERESTS, ARE FREE AND CLEAR OF ALL LIENS, EXCEPT FOR LIENS THAT ARE NOT
REASONABLY LIKELY TO HAVE AN EXEGY MATERIAL ADVERSE EFFECT.
(B)
EXEGY AND EACH EXEGY 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 6.15.
INTELLECTUAL PROPERTY.
(A)
EXEGY 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 EXEGY AS CURRENTLY CONDUCTED,
AND (Y) MAKE, HAVE MADE, USE, DISTRIBUTE AND SELL ALL PRODUCTS CURRENTLY SOLD BY
EXEGY AND ALL