PARTY WHICH ARE REQUIRED TO BE FILED, BUT HAVE NOT YET
BEEN FILED, AS AN EXHIBIT TO ANY HYPERFEED SEC DOCUMENTS UNDER THE SECURITIES
ACT, THE EXCHANGE ACT, AND RULES AND REGULATIONS OF THE SEC PROMULGATED
THEREUNDER.
(B)
TO THE KNOWLEDGE OF HYPERFEED, NEITHER HYPERFEED NOR ANY HYPERFEED
SUBSIDIARY HAS MATERIALLY VIOLATED OR BREACHED, OR COMMITTED ANY MATERIAL
DEFAULT UNDER, ANY CONTRACT OR AGREEMENT, AND, TO THE KNOWLEDGE OF HYPERFEED, NO
OTHER PERSON HAS MATERIALLY VIOLATED OR BREACHED, OR COMMITTED ANY MATERIAL
DEFAULT UNDER, ANY CONTRACT OR AGREEMENT TO WHICH HYPERFEED OR ANY HYPERFEED
SUBSIDIARY IS A PARTY.
NO EVENT HAS OCCURRED WHICH, AFTER NOTICE OR THE PASSAGE
OF TIME OR BOTH, WOULD CONSTITUTE A DEFAULT BY HYPERFEED OR ANY HYPERFEED
SUBSIDIARY 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 A HYPERFEED 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.
SECTION 5.14.
CERTAIN BUSINESS PRACTICES.
NEITHER HYPERFEED NOR ANY HYPERFEED
SUBSIDIARY, NOR TO THE KNOWLEDGE OF HYPERFEED, ANY DIRECTOR, OFFICER OR EMPLOYEE
OF HYPERFEED 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.
12
SECTION 5.15.
INSURANCE.
HYPERFEED HAS MADE AVAILABLE TO EXEGY A SUMMARY OF
ALL MATERIAL INSURANCE POLICIES AND ALL MATERIAL SELF-INSURANCE PROGRAMS AND
ARRANGEMENTS RELATING TO THE BUSINESS, ASSETS AND OPERATIONS OF HYPERFEED.
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, HYPERFEED 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 HYPERFEED OTHER THAN CLAIMS INCURRED IN THE ORDINARY COURSE
OF BUSINESS.
SECTION 5.16.
FINANCIAL STATEMENTS; NO MATERIAL UNDISCLOSED LIABILITIES.
(A)
THE AUDITED CONSOLIDATED BALANCE SHEETS OF HYPERFEED AS OF
DECEMBER 31, 2003, 2004 AND