FOREIGN LAW)
WITH RESPECT TO ANY COMBINED, CONSOLIDATED, UNITARY OR SIMILAR GROUP OF WHICH
SUCH COMPANY CURRENTLY IS A MEMBER, (I) AS A TRANSFEREE OR SUCCESSOR, (II) BY
CONTRACT OR (III) UNDER SECTION 1.1502-6 OF THE TREASURY REGULATIONS (OR ANY
SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN LAW).
(Q)
NONE OF EXEGY OR ANY OF EXEGY'S SUBSIDIARIES (A) IS A PARTY TO ANY
JOINT VENTURE OR PARTNERSHIP, (B) HAS BEEN A "DISTRIBUTING CORPORATION" OR A
"CONTROLLED CORPORATION" IN A DISTRIBUTION OF STOCK INTENDED TO QUALIFY FOR
TAX-FREE TREATMENT UNDER SECTION 355 OF THE CODE OR (C) WILL BE REQUIRED TO
INCLUDE ANY ITEM IN TAXABLE INCOME FOR ANY TAXABLE PERIOD OR PORTION THEREOF
ENDING AFTER THE CLOSING DATE AS A RESULT OF ANY INSTALLMENT SALE, PREPAID
AMOUNT, INTERCOMPANY TRANSACTION OR EXCESS LOSS ACCOUNT.
SECTION 6.12.
EMPLOYEE BENEFITS.
(A)
SECTION 6.12(A) OF THE EXEGY DISCLOSURE SCHEDULE CONTAINS A
CORRECT AND COMPLETE LIST IDENTIFYING EACH MATERIAL "EMPLOYEE BENEFIT PLAN," AS
DEFINED IN SECTION 3(3) OF ERISA, EACH EMPLOYMENT, SEVERANCE OR SIMILAR
CONTRACT, PLAN, ARRANGEMENT OR POLICY AND EACH OTHER PLAN OR ARRANGEMENT
(WRITTEN OR ORAL) PROVIDING FOR COMPENSATION, BONUSES, PROFIT-SHARING, STOCK
OPTION OR OTHER STOCK RELATED RIGHTS OR OTHER FORMS OF INCENTIVE OR DEFERRED
COMPENSATION, VACATION BENEFITS, INSURANCE COVERAGE (INCLUDING ANY SELF-INSURED
ARRANGEMENTS), HEALTH OR MEDICAL BENEFITS, DISABILITY BENEFITS, WORKERS'
COMPENSATION, SUPPLEMENTAL UNEMPLOYMENT BENEFITS, SEVERANCE BENEFITS AND
POST-EMPLOYMENT OR RETIREMENT BENEFITS (INCLUDING COMPENSATION, PENSION, HEALTH,
MEDICAL OR LIFE INSURANCE BENEFITS) THAT IS MAINTAINED, ADMINISTERED OR
CONTRIBUTED TO BY EXEGY OR ANY OF ITS ERISA AFFILIATES AND COVERS ANY EMPLOYEE
OR FORMER EMPLOYEE OF EXEGY OR ANY EXEGY SUBSIDIARY.
COPIES OF SUCH PLANS (AND,
IF APPLICABLE, RELATED TRUST AGREEMENTS) AND ALL AMENDMENTS THERETO AND WRITTEN
INTERPRETATIONS THEREOF HAVE BEEN FURNISHED, OR WILL BE MADE AVAILABLE UPON
REQUEST, TO HYPERFEED TOGETHER WITH THE MOST RECENT ANNUAL REPORT (FORM 5500
INCLUDING, IF APPLICABLE, SCHEDULE B THERETO), ALL SUMMARY PLAN DESCRIPTIONS AND
MATERIAL EMPLOYEE COMMUNICATIONS PREPARED IN CONNECTION WITH ANY SUCH PLAN.
SUCH PLANS ARE REFERRED TO COLLECTIVELY HEREIN AS THE "EXEGY EMPLOYEE PLANS."
FOR PURPOSES OF
18
THIS SECTION 6.12, "ERISA AFFILIATE" OF ANY PERSON MEANS ANY OTHER PERSON WHICH,
TOGETHER WITH SUCH PERSON, WOULD BE TREATED AS A SINGLE EMPLOYER UNDER SECTION
414 OF THE CODE.
(B)
NO EXEGY EMPLOYEE PLAN IS NOW OR AT ANY TIME HAS BEEN SUBJECT TO
PART 3, SUBTITLE B OF TITLE I OF ERISA OR TITLE IV OF ERISA.
AT NO TIME HAS
EXEGY OR ANY OF ITS ERISA AFFILIATES CONTRIBUTED TO, OR BEEN REQUIRED TO
CONTRIBUTE TO, ANY MULTIEMPLOYER PLAN, OR ANY RETIREMENT PLAN, AND NEITHER EXEGY
NOR ANY OF ITS ERISA AFFILIATES HAS, OR EVER HAS HAD, ANY LIABILITY (CONTINGENT
OR OTHERWISE) RELATING TO THE WITHDRAWAL OR PARTIAL WITHDRAWAL FROM A
MULTIEMPLOYER PLAN.
TO THE KNOWLEDGE OF EXEGY, NO CONDITION EXISTS AND NO EVENT
HAS OCCURRED THAT WOULD BE REASONABLY LIKELY TO CONSTITUTE GROUNDS FOR
TERMINATION OF ANY EXEGY EMPLOYEE PLAN THAT IS A RETIREMENT PLAN OR, WITH
RESPECT TO ANY EXEGY EMPLOYEE PLAN THAT