DEFAULT BY EXEGY
UNDER ANY CONTRACT OR AGREEMENT OR GIVE ANY PERSON THE RIGHT TO (A) DECLARE A
DEFAULT OR EXERCISE ANY REMEDY UNDER ANY CONTRACT OR AGREEMENT, (B) RECEIVE OR
REQUIRE A REBATE, CHARGEBACK, PENALTY OR CHANGE IN DELIVERY SCHEDULE UNDER ANY
CONTRACT OR AGREEMENT, (C) ACCELERATE THE MATURITY OR PERFORMANCE OF ANY
CONTRACT OR AGREEMENT, OR (D) CANCEL, TERMINATE OR MODIFY ANY CONTRACT OR
AGREEMENT, IN EACH CASE WHICH, TOGETHER WITH ALL OTHER EVENTS OF THE TYPES
REFERRED TO IN CLAUSES (A), (B), (C) AND (D) OF THIS SENTENCE HAS HAD OR MAY
REASONABLY BE EXPECTED TO HAVE AN EXEGY MATERIAL ADVERSE EFFECT.
ALL SUCH
CONTRACTS AND AGREEMENTS WILL CONTINUE, AFTER THE CLOSING, TO BE BINDING IN ALL
MATERIAL RESPECTS IN ACCORDANCE WITH THEIR RESPECTIVE TERMS UNTIL THEIR
RESPECTIVE EXPIRATION DATES.
22
SECTION 6.18.
EMPLOYMENT AGREEMENTS.
THERE EXISTS NO EMPLOYMENT, CONSULTING,
SEVERANCE OR INDEMNIFICATION AGREEMENT OR OTHER AGREEMENT OR PLAN TO WHICH EXEGY
IS A PARTY THAT WOULD BE ALTERED OR RESULT IN ANY BONUS, GOLDEN PARACHUTE,
SEVERANCE OR OTHER PAYMENT OR OBLIGATION TO ANY PERSON, OR RESULT IN ANY
ACCELERATION OF THE TIME OF PAYMENT OR IN THE PROVISION OR VESTING OF ANY
BENEFITS, AS A RESULT OF THE EXECUTION OR PERFORMANCE OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 6.19.
CERTAIN BUSINESS PRACTICES.
NEITHER EXEGY NOR ANY EXEGY
SUBSIDIARY, NOR TO THE KNOWLEDGE OF EXEGY, ANY DIRECTOR, OFFICER OR EMPLOYEE OF
EXEGY OR ANY EXEGY SUBSIDIARY HAS (I) USED ANY FUNDS FOR UNLAWFUL CONTRIBUTIONS,
GIFTS, ENTERTAINMENT OR OTHER UNLAWFUL EXPENSES RELATING TO POLITICAL ACTIVITY,
OR (II) MADE ANY UNLAWFUL PAYMENT TO FOREIGN OR DOMESTIC GOVERNMENT OFFICIALS OR
EMPLOYEES OR TO FOREIGN OR DOMESTIC POLITICAL PARTIES OR CAMPAIGNS OR VIOLATED
ANY PROVISION OF THE FOREIGN CORRUPT PRACTICES ACT OF 1977, AS AMENDED.
SECTION 6.20.
INSURANCE.
EXEGY HAS MADE AVAILABLE TO HYPERFEED A SUMMARY OF
ALL MATERIAL INSURANCE POLICIES AND ALL MATERIAL SELF-INSURANCE PROGRAMS AND
ARRANGEMENTS RELATING TO THE BUSINESS, ASSETS AND OPERATIONS OF EXEGY.
SUBJECT
TO EXPIRATIONS AND RENEWALS OF INSURANCE POLICIES IN THE ORDINARY COURSE OF
BUSINESS, ALL OF SUCH INSURANCE POLICIES ARE IN FULL FORCE AND EFFECT.
SINCE
DECEMBER 31, 2003, EXEGY HAS NOT RECEIVED ANY NOTICE OR OTHER COMMUNICATION
REGARDING ANY ACTUAL OR POSSIBLE (I) CANCELLATION OR INVALIDATION OF ANY
MATERIAL INSURANCE POLICY, (II) REFUSAL OF ANY COVERAGE OR REJECTION OF ANY
MATERIAL CLAIM UNDER ANY INSURANCE POLICY, OR (III) MATERIAL ADJUSTMENT IN THE
AMOUNT OF THE PREMIUMS PAYABLE WITH RESPECT TO ANY INSURANCE POLICY. THERE IS NO
PENDING WORKERS' COMPENSATION OR OTHER CLAIM UNDER OR BASED UPON ANY INSURANCE
POLICY OF EXEGY OTHER THAN CLAIMS INCURRED IN THE ORDINARY COURSE OF BUSINESS.
ARTICLE VII
COVENANTS
SECTION 7.1.
HYPERFEED INTERIM OPERATIONS.
EXCEPT AS SET FORTH IN THE
HYPERFEED DISCLOSURE SCHEDULE OR AS OTHERWISE EXPRESSLY CONTEMPLATED OR
PERMITTED HEREBY, OR AS REQUIRED BY ANY GOVERNMENTAL ENTITY OF COMPETENT
JURISDICTION, WITHOUT THE PRIOR CONSENT OF EXEGY (WHICH CONSENT WILL NOT BE
UNREASONABLY WITHHELD OR DELAYED), FROM THE DATE HEREOF UNTIL THE CLOSING OR THE