OR PARTIAL WITHDRAWAL FROM A MULTIEMPLOYER PLAN.
(C)
EACH HYPERFEED EMPLOYEE PLAN THAT IS INTENDED TO BE QUALIFIED
UNDER SECTION 401(A) OF THE CODE NOW MEETS, AND AT ALL TIMES SINCE ITS INCEPTION
HAS MET, THE REQUIREMENTS FOR SUCH QUALIFICATION OTHER THAN SUCH REQUIREMENTS
FOR WHICH A REMEDIAL AMENDMENT PERIOD HAS NOT EXPIRED, AND EACH TRUST FORMING A
PART THEREOF IS NOW, AND AT ALL TIMES SINCE ITS INCEPTION HAS BEEN, EXEMPT FROM
TAX PURSUANT TO SECTION 501(A) OF THE CODE.
EACH SUCH PLAN HAS RECEIVED A
FAVORABLE DETERMINATION LETTER FROM OR IS REASONABLY PERMITTED TO RELY ON A
FAVORABLE OPINION LETTER FROM, THE INTERNAL REVENUE SERVICE TO THE EFFECT THAT
SUCH PLAN IS QUALIFIED AND ITS RELATED TRUST IS EXEMPT FROM FEDERAL INCOME
TAXES.
HYPERFEED HAS FURNISHED, OR WILL MAKE AVAILABLE UPON REQUEST, TO EXEGY
COPIES OF THE MOST RECENT INTERNAL REVENUE SERVICE DETERMINATION OR OPINION
LETTERS WITH RESPECT TO EACH SUCH HYPERFEED EMPLOYEE PLAN. EACH HYPERFEED
EMPLOYEE PLAN HAS BEEN MAINTAINED AND ADMINISTERED IN SUBSTANTIAL COMPLIANCE
WITH ITS TERMS (EXCEPT THAT IN ANY CASE IN WHICH ANY HYPERFEED EMPLOYEE PLAN IS
CURRENTLY REQUIRED TO COMPLY WITH A PROVISION OF ERISA OR OF THE CODE, BUT IS
NOT YET TO BE AMENDED TO REFLECT SUCH PROVISION, SUCH PLAN HAS BEEN MAINTAINED
AND ADMINISTERED IN ACCORDANCE WITH THE PROVISION) AND WITH THE REQUIREMENTS
PRESCRIBED BY ANY AND ALL STATUTES, ORDERS, RULES AND REGULATIONS, INCLUDING BUT
NOT LIMITED TO ERISA AND THE CODE, WHICH ARE APPLICABLE TO SUCH HYPERFEED
EMPLOYEE PLAN.
ALL MATERIAL REPORTS, RETURNS AND SIMILAR DOCUMENTS WITH RESPECT
TO EACH HYPERFEED EMPLOYEE PLAN REQUIRED TO BE FILED WITH ANY GOVERNMENTAL
AGENCY OR DISTRIBUTED TO ANY HYPERFEED EMPLOYEE PLAN PARTICIPANT HAVE BEEN DULY
TIMELY FILED AND DISTRIBUTED.
(D)
THERE IS NO CONTRACT, AGREEMENT, PLAN OR ARRANGEMENT THAT, AS A
RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WOULD BE REASONABLY
LIKELY TO OBLIGATE HYPERFEED TO MAKE ANY PAYMENT OF ANY AMOUNT THAT WOULD NOT BE
DEDUCTIBLE PURSUANT TO THE TERMS OF SECTION 162(M) OR SECTION 280G OF THE CODE.
9
(E)
EXCEPT AS DISCLOSED IN WRITING TO EXEGY 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 HYPERFEED EMPLOYEE PLAN THAT WOULD INCREASE MATERIALLY THE EXPENSE OF
MAINTAINING SUCH HYPERFEED EMPLOYEE PLAN ABOVE THE LEVEL OF THE EXPENSE INCURRED
IN RESPECT THEREOF FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005.
(F)
NO HYPERFEED 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 HYPERFEED OR ANY HYPERFEED SUBSIDIARY.
SECTION 5.8.
COMPLIANCE WITH LAWS; LICENSES, PERMITS AND REGISTRATIONS.
(A)
TO THE KNOWLEDGE OF HYPERFEED, NEITHER HYPERFEED NOR ANY HYPERFEED
SUBSIDIARY IS IN VIOLATION OF, NOR HAS HYPERFEED OR ANY HYPERFEED SUBSIDIARY
BEEN NOTIFIED THAT IT HAS VIOLATED, ANY APPLICABLE PROVISIONS OF ANY LAWS,
STATUTES, ORDINANCES, REGULATIONS, JUDGMENTS, INJUNCTIONS, ORDERS OR CONSENT
DECREES, EXCEPT FOR