THE
COMMON PARENT.
(F)
THERE ARE NO TAX LIENS UPON ANY OF THE ASSETS OF THE COMPANY, IN
EACH CASE EXCEPT LIENS FOR TAXES NOT YET DUE AND PAYABLE.
(G)
HYPERFEED WILL NOT BE REQUIRED TO INCLUDE ANY ITEM OF INCOME IN,
OR EXCLUDE ANY ITEM OF DEDUCTION FROM, TAXABLE INCOME FOR ANY TAXABLE PERIOD (OR
PORTION THEREOF) ENDING AFTER THE CLOSING AS A RESULT OF ANY :(I) CHANGE IN
METHOD OF ACCOUNTING FOR A TAXABLE PERIOD ENDING ON OR PRIOR TO THE CLOSING;
(II) "CLOSING AGREEMENT" AS DESCRIBED IN CODE SECTION 7121 (OR ANY CORRESPONDING
OR SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN INCOME TAX LAW) EXECUTED ON OR
PRIOR TO THE CLOSING DATE; (III) INTERCOMPANY TRANSACTIONS OR ANY EXCESS LOSS
AMOUNT DESCRIBED IN TREASURY REGULATIONS UNDER CODE SECTION 1502 (OR ANY
CORRESPONDING OR SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN INCOME TAX TAX
LAW); (IV) INSTALLMENT SALE OR OPEN TRANSACTION DISPOSITION MADE ON OR PRIOR TO
THE CLOSING; OR (V) PREPAID AMOUNT RECEIVED ON OR PRIOR TO THE CLOSING.
SECTION 5.7.
EMPLOYEE BENEFITS.
(A)
SECTION 5.7 OF THE HYPERFEED DISCLOSURE SCHEDULE CONTAINS A
CORRECT AND COMPLETE LIST IDENTIFYING EACH MATERIAL "EMPLOYEE BENEFIT PLAN," AS
DEFINED IN SECTION 3(3) OF EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974
("ERISA"), EACH EMPLOYMENT, SEVERANCE OR SIMILAR CONTRACT, PLAN, ARRANGEMENT OR
POLICY AND EACH OTHER PLAN OR
8
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 HYPERFEED OR ANY HYPERFEED
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 EXEGY 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 "HYPERFEED EMPLOYEE PLANS."
FOR PURPOSES OF THIS
SECTION 5.7, "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 HYPERFEED 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
HYPERFEED OR ANY OF ITS ERISA AFFILIATES CONTRIBUTED TO, OR BEEN REQUIRED TO
CONTRIBUTE TO, ANY "MULTIEMPLOYER PLAN," AS DEFINED IN SECTION 3(37) OF ERISA (A
"MULTIEMPLOYER PLAN"), OR ANY OTHER PLAN SUBJECT TO TITLE IV OF ERISA (A
"RETIREMENT PLAN"), AND NEITHER HYPERFEED NOR ANY OF ITS ERISA AFFILIATES HAS,
OR EVER HAS HAD, ANY LIABILITY (CONTINGENT OR OTHERWISE) RELATING TO THE
WITHDRAWAL