2005, TOGETHER WITH THE RELATED AUDITED CONSOLIDATED
STATEMENTS OF OPERATIONS, SHAREHOLDERS' EQUITY AND CASH FLOWS FOR THE THREE
MONTHS ENDED CONTAINED IN HYPERFEED SEC DOCUMENTS FILED ON FORMS 10-K OR 10-Q,
AND THE NOTES THERETO (THE "HYPERFEED FINANCIAL STATEMENTS") FAIRLY PRESENT IN
ALL MATERIAL RESPECTS, IN CONFORMITY WITH GAAP CONSISTENTLY APPLIED (EXCEPT AS
MAY BE INDICATED IN THE NOTES THERETO OR IN THE CASE OF UNAUDITED FINANCIAL
STATEMENTS, AS PERMITTED BY FORM 10-Q AND RULE 10-01 OF REGULATION S-X
PROMULGATED BY THE SEC), THE FINANCIAL POSITION OF HYPERFEED AS OF THEIR
RESPECTIVE DATES
AND ITS RESULTS OF OPERATIONS, SHAREHOLDERS' EQUITY AND
CONSOLIDATED CASH FLOWS FOR THE PERIODS THEN ENDED (EXCEPT THAT UNAUDITED
INTERIM FINANCIAL STATEMENTS WERE OR ARE SUBJECT TO NORMAL AND RECURRING
YEAR-END ADJUSTMENTS, AND EXCEPT FOR THE ABSENCE OF PERMITTED FOOTNOTE
DISCLOSURES IN THE UNAUDITED FINANCIAL STATEMENTS).
(B)
EXCEPT AS DISCLOSED IN THE HYPERFEED SEC DOCUMENTS,
THERE ARE NO
LIABILITIES OF HYPERFEED OF ANY KIND WHATSOEVER, WHETHER ACCRUED, CONTINGENT,
ABSOLUTE, DETERMINED, DETERMINABLE OR OTHERWISE, IN EACH CASE, THAT ARE REQUIRED
BY GAAP TO BE SET FORTH ON A BALANCE SHEET OF HYPERFEED, OTHER THAN:
(C)
LIABILITIES OR OBLIGATIONS DISCLOSED OR PROVIDED FOR IN THE
HYPERFEED BALANCE SHEET OR DISCLOSED IN THE NOTES THERETO OR WHICH WERE FULLY
INCURRED OR PAID AFTER DECEMBER 31, 2005 IN THE ORDINARY COURSE OF BUSINESS;
(I)
LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT OR ACCRUED IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY; AND
(II)
LIABILITIES OR OBLIGATIONS NOT REFERENCED IN SECTIONS 5.15(B)(I)
OR (II) ABOVE THAT INDIVIDUALLY OR IN THE AGGREGATE,
ARE NOT
REASONABLY LIKELY
TO HAVE A HYPERFEED MATERIAL ADVERSE EFFECT.
13
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF EXEGY
Except as disclosed in the Exegy Disclosure Schedule delivered to PICO
separately prior to, or contemporaneously with, the date hereof (each section or
subsection of which qualifies the correspondingly numbered representation,
warranty or covenant to the extent specified therein), Exegy represents and
warrants to PICO that:
SECTION 6.1.
ORGANIZATION AND AUTHORITY OF EXEGY.
EXEGY IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE AND HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO EXECUTE AND
DELIVER THIS AGREEMENT, TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND
TO CARRY ON ITS BUSINESS AS NOW CONDUCTED.
THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN
DULY AND VALIDLY AUTHORIZED BY THE BOARD OF DIRECTORS OF EXEGY AND NO OTHER
CORPORATE PROCEEDING ON THE PART OF EXEGY IS NECESSARY TO AUTHORIZE THIS
AGREEMENT OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY. THIS AGREEMENT
HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY EXEGY, AND CONSTITUTES A
VALID AND BINDING AGREEMENT OF EXEGY, ENFORCEABLE AGAINST EXEGY IN ACCORDANCE
WITH ITS TERMS, EXCEPT TO THE EXTENT THAT THE ENFORCEABILITY (I) MAY BE LIMITED
BY APPLICABLE BANKRUPTCY, INSOLVENCY, MORATORIUM, OR OTHER SIMILAR LAWS
AFFECTING OR RELATING TO ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY OR GENERAL
PRINCIPLES OF EQUITY, (II) MAY BE LIMITED BY THE AVAILABILITY