Common use of Access to Information; Notification of Certain Matters Clause in Contracts

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the Company shall (i) give to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, properties, books and records; (ii) furnish or make available to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) The Company shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Lawlaw, the Company HNWC and AMCON shall (i) give to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to its the offices, properties, books books, records, contracts, commitments, officers and records; employees and all other information concerning it and its business, properties, assets, condition (financial or otherwise) or prospects of such party, (ii) consistent with its legal obligations, furnish or make available to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives any such financial and operating data and other information as those such Persons may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror the other party in their its investigation. Any investigation pursuant to this Section 6.5 shall be conducted in a such manner which will as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiariesparty. Unless otherwise required by Lawlaw, each of Holding AMCON and Acquiror HNWC will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold hold, any nonpublic information obtained in any such investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying GroupSection 7.9. No investigations information or knowledge obtained in any investigation pursuant to this Section 8.4(a) 7.5 shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made by any party hereunder. (b) The Company Each party hereto shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, of each other party hereto of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure receipt by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) of such party's Subsidiaries of any notice or other communication from any Third Party Person alleging that the consent of such Third Party Person is or may be required in connection with the transactions contemplated by this Agreement. (ii) the receipt by such party or any of such party's Subsidiaries of any notice or other communication from any Governmental Entity in connection with any of the transactions contemplated by this Agreement; and and (iii) such party's obtaining Knowledge of any actions, suits, claims, investigations or proceedings commenced, threatened against, relating to or involving or otherwise affecting any of HNWC or AMCON, as the case may be, or any AMCON Subsidiary which relate to the consummation of the transactions contemplated by this Agreement; and (iv) such party's obtaining Knowledge of the occurrence occurrence, or failure to occur, of any event, development event which occurrence or circumstance which has had or would failure to occur will be reasonably likely to result cause (A) any representation or warranty contained in a Company this Agreement to be untrue or Holding Material Adverse Effectinaccurate in any material respect, or (B) any material failure of any party to comply with or satisfy any covenant, condition or agreement o be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) no such notification shall not limit or otherwise affect the representations, warranties, obligations or remedies available hereunder of the parties to the party giving or receiving such noticeconditions to the obligations of the parties hereunder.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the Company shall (i) give to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, properties, books and records; (ii) furnish or make available to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) The Company shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy satisfy, any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time Closing or the termination of this Agreement and subject to applicable Law, the Company Exegy shall (i) give to Holding afford PICO and Acquiror, their its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to its Exegy’s offices, properties, books books, records, contracts, commitments, officers and records; employees and all other information concerning it and its business, properties, assets, condition (financial or otherwise) or prospects, (ii) consistent with its legal obligations, furnish or make available to Holding PICO and Acquiror, their its counsel, financial advisors, auditors and other authorized representatives any such financial and operating data and other information as those Persons such other party may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror PICO in their its investigation. Any investigation pursuant to this Section 7.5(a) shall be conducted in a such manner which will as not to interfere unreasonably with the conduct of the business of Exegy. Except as otherwise agreed to in writing by Exegy, unless and until the Company Closing, PICO agrees to be bound by, and all information received with respect to Exegy pursuant to this Section 7.5(a) and otherwise shall be subject to, the terms of that certain confidentiality agreement entered into by and between Exegy and HyperFeed, dated December 19, 2005 (the “Confidentiality Agreement”), as if PICO had been a party thereto. PICO affirms its understanding that, in the event that this Agreement is terminated prior to Closing, the terms of the Confidentiality Agreement will survive such termination and will continue in full force and effect. No information or Knowledge obtained by PICO in any investigation pursuant to this Section 7.5(a) shall affect or be deemed to modify any representation or warranty made by Exegy hereunder. (b) From the date hereof until the Closing or the termination of this Agreement and subject to applicable Law, HyperFeed shall (i) afford Exegy and its Subsidiaries counsel, financial advisors, auditors and shall be in accordance other authorized representatives reasonable access during normal business hours to HyperFeed’s offices, properties, books, records, contracts, commitments, officers and employees and all other information concerning it and its business, properties, assets, condition (financial or otherwise) or prospects, (ii) consistent with any its legal obligations, furnish or make available to Exegy and its counsel, financial advisors, auditors and other existing agreements or obligations binding on the Company or any of authorized representatives such financial and operating data and other information as such other party may reasonably request and (iii) instruct its Subsidiaries. Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained cooperate with the reasonable requests of Exegy in any its investigation. Any investigation pursuant to this Section 7.5(b) shall be conducted in confidence such manner as not to interfere unreasonably with the conduct of the business of HyperFeed. Except as otherwise agreed to in accordance with writing by HyperFeed, unless and agrees to until the Closing, Exegy will be bound by, and all information received with respect to HyperFeed pursuant to this Section 7.5(b) and otherwise shall be subject to, the terms of the confidentiality letterConfidentiality Agreement. Exegy affirms its understanding that, dated December 15in the event that this Agreement is terminated prior to Closing, 2000, as amended as the terms of the date hereof (the "Confidentiality Agreement"), among the Company Agreement will survive such termination and the members of the Buying Groupwill continue in full force and effect. No investigations information or Knowledge obtained by Exegy in any investigation pursuant to this Section 8.4(a7.5(b) shall affect or be deemed to modify any representations representation or warranties of the parties herein warranty made by PICO or the conditions to the obligations of the parties heretoHyperFeed hereunder. (bc) The Company Each party hereto shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, of each other party hereto of: (i) the occurrence receipt by such party or nonoccurrence any of such party’s Subsidiaries of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) the receipt by such party or any of such party’s Subsidiaries of any notice or other communication from any Governmental Entity in connection with any of the transactions contemplated by this Agreement; (iii) such party’s obtaining Knowledge of any actions, suits, claims, investigations or proceedings commenced, threatened against, relating to or involving or otherwise affecting such party, as the case may be, or any Subsidiary of any of them; or (iv) such party’s obtaining Knowledge of the occurrence, or failure to occur, of any event the which occurrence or nonoccurrence of which would reasonably failure to occur will be expected likely to cause (A) any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; , or (iiB) any material failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by under this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) no such notification shall not limit or otherwise affect the representations, warranties, obligations or remedies available hereunder of the parties to the party giving or receiving such noticeconditions to the obligations of the parties hereunder.

Access to Information; Notification of Certain Matters. (a) From The Company shall afford Parent and its accountants, counsel and other representatives reasonable access during normal business hours during the date hereof until period prior to the Effective Time Closing, upon reasonable notice to the Company and subject to applicable Law, supervision by the Company shall or its agents, to (i) give to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, all of the properties, books books, Tax Returns, Contracts, commitments and records; , patent application files and appropriate personnel of the Company and its Subsidiaries and (ii) furnish or make available to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and all other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of concerning the business of the Company and its Subsidiaries Subsidiaries, their respective properties and personnel as Parent may reasonably request; provided, however, that the Company shall not be required to provide access to any information or documents that would, in accordance the reasonable judgment of the Company, (x) breach any agreement with any other existing agreements third party entered into prior to the date hereof in any material way or obligations binding on (y) otherwise materially violate any applicable Legal Requirement (with respect to each of clauses (x) and (y) above, it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or any documents and that thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to cause such a breach or violation). (b) Subject to compliance with applicable Legal Requirements, from the date hereof until Closing, to the extent reasonably requested by Parent, the Company shall confer with one or more representatives of its Subsidiaries. Unless otherwise required by Law, each Parent to report material operational matters and the general status of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic ongoing operations. (c) No information or knowledge obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a) 5.1 shall affect or be deemed to modify any representations representation or warranties of the parties herein warranty contained in this Agreement or the conditions to the obligations of the parties heretoto consummate the transactions contemplated hereby. (bd) The Company shall give prompt notice to Holding and AcquirorCompany, on the one hand, and Holding and Acquiror Parent, on the other hand, shall give prompt notice to the Company, other upon learning of (i) the occurrence or nonoccurrence non-occurrence of any event the whose occurrence or nonoccurrence of which non-occurrence, as the case may be, has caused or would reasonably be expected likely to cause either (A) any representation or warranty of such party the Company or Parent, as applicable, contained in this Agreement to be untrue or inaccurate in any material respect; respect at the date hereof or at the Closing (except to the extent it refers to a specific date) or (B) any condition set forth in ARTICLE VI to be unsatisfied at the Closing Date and (ii) any material failure of the Company or Holding and AcquirorParent, as the case may beapplicable, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) hereunder or under any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Ancillary Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 8.4(b5.1(d) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such noticenotice or the representations or warranties of the parties hereto or the conditions to the obligations of the parties hereto. (e) As soon as such information becomes available, and in any event not later than thirty (30) days after the end of each fiscal month and fiscal quarter, the Company shall provide to Parent an unaudited balance sheet as of the end of such period and the related statements of results of operations and statements of cash flows for such period together with a list of the ages and amounts of all accounts and notes due and uncollected as of the end of such month consistent with the form provided to Parent during its due diligence. Notwithstanding the foregoing, the Company agrees to provide to Parent and its accountants, counsel and other representatives copies of the Company’s internal financial statements promptly upon request. (f) As soon as possible after the date of this Agreement, but in no case more than five (5) calendar days following the date of this Agreement, the Company shall deliver to Parent (i) a true and complete list of all employees (including temporary, contingent and joint-employees) of the Company and each of its Subsidiaries with a base salary in excess of $125,000 and designate each person’s name, title, employing entity, work location, overtime classification, accrued time off balance, current salary and whether the person is not fully available to perform work because of disability or other approved leave and (ii) a true and complete list of persons holding shares of Company Restricted Stock with respect to which a timely election under Code Section 83(b) has not properly been filed, and the number of shares held by each such Person.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the Company shall (i) give to Holding Parent, Acquiror and Acquiror, their counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access during normal business hours to its offices, properties, books and records; (ii) furnish or make available to Holding Parent, Acquiror and Acquiror, their counsel, financial advisors, auditors and other authorized representatives Representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives Representatives to cooperate with the reasonable requests of Holding Parent and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding Parent and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives Representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the that certain confidentiality letteragreement, dated December 15, 2000, as amended as of the date hereof November 19, 2004 (the "“Confidentiality Agreement"”), among between the Company and the members of the Buying GroupParent. No investigations pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) The Company shall give prompt notice to Holding Parent and Acquiror, and Holding Parent and Acquiror shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company Company, Parent or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy satisfy, any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; (iv) any actions, suits, claims, investigations or proceedings commenced or, to the best of such party’s knowledge, threatened against, or affecting such party which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or which relate to the consummation of the transactions contemplated hereby; and (ivv) the occurrence of any event, development or circumstance which has had or would be reasonably likely expected to result in a Company Material Adverse Effect or Holding Acquiror Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice. (c) Parent, the Acquiror and their agents, shall have the right, from time to time, prior to the Closing Date or earlier termination of this Agreement, during normal business hours and after reasonable notice has been provided, to enter upon the real property owned or leased by the Company or any Company Subsidiary (collectively, the “Premises”) for the purpose of conducting visual inspections of the Premises, taking of measurements, making of surveys and generally for the reasonable performance of a standard “Phase I” investigation relating to the Premises, all at Acquiror’s sole cost and expense; provided, however, that Parent or the Acquiror shall (i) restore any damage to the Premises or any adjacent property caused by such actions within a reasonable time period after such entry; (ii) not unreasonably interfere with the conduct of the business of the Company or any Company Subsidiary and (iii) not conduct any soil borings, or groundwater testing or any other “Phase II” testing without the prior written consent of the Company. Any entry by Parent or the Acquiror onto the Premises shall be subject to, and conducted in accordance with, any other existing agreements or obligations binding on the Company or any Company Subsidiary and all applicable Environmental Laws. Parent and the Acquiror shall keep the Premises free and clear of any mechanic’s or materialmen’s liens arising out of any entry onto or inspection of the Premises. Parent and the Acquiror shall not disturb the Premises beyond what is reasonably necessary to conduct its investigations.

Access to Information; Notification of Certain Matters. (a) From Subject to the date hereof until provisions of any confidentiality agreement by which the Effective Time Company is bound (provided that the Company shall advise Parent that information is not being provided as a result thereof and subject whether such information, in the good faith belief of the Company, has had or would reasonably be expected to applicable Lawhave a Material Adverse Effect on the Company), the Company shall, and shall (i) give cause each of its Subsidiaries to, afford to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, properties, books and records; (ii) furnish or make available to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company Parent and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors advisors and other authorized representatives prompt, reasonable access during the period prior to hold any nonpublic information obtained in any investigation in confidence in accordance with the Effective Time to all of the Company's and agrees to be bound byits Subsidiaries' properties, books, contracts, commitments, Returns, personnel and records and, during such period, the terms Company shall, and shall cause each of its Subsidiaries to, furnish as promptly as practicable to Parent such information concerning the confidentiality letterCompany's and its Subsidiaries' businesses, dated December 15properties, 2000financial condition, operations and personnel as amended as of Parent may from time to time reasonably request. Any such investigation by Parent shall not affect the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions Company contained in this Agreement. Parent will hold any information provided under this Section 6.2 that is non-public in confidence to the obligations extent required by, and in accordance with, the provisions of the parties heretoletter dated July 28, 1999 (the "Letter Agreement"), between the Company and Guarantor. (b) The Company shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, Parent of (i) the occurrence or nonoccurrence non-occurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; respect at or prior to the Effective Time and (ii) any material failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; , in either case which would reasonably be expected to cause any of the conditions set forth in clause (iiivi)(b), (vi)(c) any notice or other communication from any Third Party alleging that the consent (vi)(e) of such Third Party is or may Exhibit A hereto to fail to be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effectsatisfied; provided, however, that the delivery of any notice pursuant to this Section 8.4(b6.2(b) shall not limit or otherwise affect the rights or remedies available hereunder to Parent; provided further that this Section 6.2(b) shall not constitute a covenant or agreement for the party giving purpose of Section 8.1(e)(v) or receiving such noticeclause (vi)(c) of Exhibit A hereto.

Access to Information; Notification of Certain Matters. (a) From Subject to the date hereof until provisions of any confidentiality agreement by which the Effective Time Company is bound (provided that the Company shall advise Parent that information is not being provided as a result thereof and subject whether such information, in the good faith belief of the Company, has had or would reasonably be expected to applicable Lawhave a Material Adverse Effect on the Company), the Company shall, and shall (i) give cause each of its Subsidiaries to, afford to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, properties, books and records; (ii) furnish or make available to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company Parent and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors advisors and other authorized representatives prompt, reasonable access during the period prior to hold any nonpublic information obtained in any investigation in confidence in accordance with the Effective Time to all of the Company's and agrees to be bound byits Subsidiaries' properties, books, contracts, commitments, Returns, personnel and records, and, during such period, the terms Company shall, and shall cause each of its Subsidiaries to, furnish as promptly as practicable to Parent such information concerning the confidentiality letterCompany's and its Subsidiaries' businesses, dated December 15properties, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.financial (b) The Company shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, Parent of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; respect at or prior to the Effective Time and (ii) any material failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; , in either case which would reasonably be expected to cause any of the conditions set forth in clause (iiie)(iii), (e)(iv) any notice or other communication from any Third Party alleging that the consent (e)(v) of such Third Party is or may Exhibit A hereto to fail to be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effectsatisfied; provided, however, that the delivery of any notice pursuant to this Section 8.4(b6.02(b) shall not limit or otherwise affect the rights or remedies available hereunder to Parent; provided further that this Section 6.02 shall not constitute a covenant or agreement for the party giving purpose of Section 8.01(e)(v) or receiving such noticeclause (e)(iii) of Exhibit A hereto.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the Company shall and each Company Subsidiary shall, upon reasonable advance notice, (i) give to Holding Parent and Acquiror, Acquiror and their counsel, financial advisors, financing sources, auditors and other authorized representatives reasonable access (in accordance with such procedures as are mutually agreed to between Parent and the Company prior to any such access) to its offices, properties, books and records; (ii) furnish or make available to Holding Parent and Acquiror, Acquiror and their counsel, financial advisors, financing sources, auditors and other authorized representatives any financial and operating data and other material information in the possession of the Company or any Company Subsidiary as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, financing sources, auditors and other authorized representatives to cooperate with the reasonable requests of Holding Parent and Acquiror and their counsel, financial advisors, auditors and other authorized representatives, in the case of clauses (i), (ii) and (iii), for the purpose of familiarizing itself with the Company and each of its Subsidiaries in anticipation of or reasonably related to the consummation of the transactions contemplated by this Agreement, including the integration of the Company, the Company Subsidiaries, the Minority Investments and the Special Purposes Vehicles and their investigationrespective businesses, operations, assets and properties with those of Parent and Acquiror. Any investigation access pursuant to this Section 8.5 shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with this Section 8.5(a) and any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by LawLaw or as otherwise provided in this Agreement, each of Holding Parent and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, financing sources, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with with, and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a8.5(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. From the date hereof until the Effective Time, the Company shall, and shall cause its Subsidiaries to, provide Parent and Acquiror with reasonable access, upon reasonable prior notice to ▇▇▇▇▇ ▇▇▇▇, the General Counsel of the Company or any Person designated by him to receive such notices, to employees and consultants of the Company and its Subsidiaries for the purpose of enabling Parent and Acquiror to meet with and make offers of employment or service to one or more of said individuals and to discuss integration and other transition matters with respect to the transactions contemplated hereby; provided, however that the Company shall have the right to have a representative attend each such meeting. Notwithstanding the foregoing provisions of this Section 8.5(a), the Company shall not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to Parent. Acquiror or any of their respective representatives to the extent that (A) such information is of a competitively sensitive nature, subject to an attorney/client or attorney work product privilege or (B) such access or the furnishing of such information is prohibited by law or an existing Contract. Notwithstanding the foregoing provisions of this Section 8.5(a), Parent and Acquiror shall not have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the Company’s good faith opinion the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability. In addition, except as otherwise expressly permitted pursuant to this Section 8.5(a), Parent and Acquiror shall not contact any personnel of the Company or its Subsidiaries regarding or in connection with the transactions contemplated by this Agreement without the express prior consent of ▇▇▇▇▇▇▇▇ ▇▇▇▇ Company’s general counsel or such other person as has been designated by him in writing. Each of Parent and Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 8.5(a) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement or the conduct of the business of the Company, Company Subsidiaries, Special Purpose Vehicles and Company Minority Investments after the Effective Time, including the integration of the Company, the Company Subsidiaries, the Minority Investments and the Special Purposes Vehicles and their respective businesses, operations, assets and properties with those of Parent and Acquiror. (b) The Company shall give prompt notice to Holding Parent and Acquiror, and Holding Parent and Acquiror shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be that has become untrue or inaccurate such that the conditions set forth in any material respectArticle 9 would not be satisfied; (ii) any failure of the Company or Holding Parent and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition covenant or agreement contained in this Agreement to be complied with or satisfied by it hereunderhereunder such that the conditions set forth in Article 9 would not be satisfied; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company Material Adverse Effect or Holding Parent Material Adverse Effect, as applicable; provided, however, that the delivery of any notice pursuant to this Section 8.4(b8.5(b) shall not limit or otherwise affect (x) the representations, warranties, covenants or agreements of the parties hereto or (y) the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time or the termination of this Agreement and subject to applicable Lawlaw, the Company DHT and Cerner shall (i) give to Holding afford each other and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to its their offices, properties, books books, records, contracts, commitments, officers and records; employees and all other information concerning it and its business, properties, assets, condition (financial or otherwise) or prospects, (ii) consistent with its legal obligations, furnish or make available to Holding each other and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any such financial and operating data and other information as those Persons such other party may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror such other party in their investigation. Any investigation pursuant to this Section 7.4 shall be conducted in a such manner which will as not to interfere unreasonably with the conduct of the business of the Company other party. Except as otherwise agreed to in writing by a party, unless and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on until the Company or any of its Subsidiaries. Unless otherwise required by LawEffective Time, each of Holding and Acquiror party will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, and all information received with respect to the other party pursuant to Section 7.4 and otherwise shall be subject to, the terms of the that certain confidentiality letteragreement entered into with DHT, dated December 15May 21, 2000, as amended as of the date hereof 2001 (the "Confidentiality Agreement"), among . In the Company event that this Agreement is terminated and the members Merger is not consummated, the parties to this Agreement affirm their understanding that the terms of the Buying GroupConfidentiality Agreement will survive such termination and will continue in full force and effect. No investigations information or knowledge obtained in any investigation pursuant to this Section 8.4(a) 7.4 shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made by any party hereunder. (b) The Company Each party hereto shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, of each other party hereto of: (i) the occurrence receipt by such party or nonoccurrence any of such party's Subsidiaries of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) the receipt by such party or any of such party's Subsidiaries of any notice or other communication from any Governmental Entity in connection with any of the transactions contemplated by this Agreement; (iii) such party's obtaining Knowledge of any actions, suits, claims, investigations or proceedings commenced, threatened against, relating to or involving or otherwise affecting either DHT or Cerner, as the case may be, or any Subsidiary of either of them, provided, in the case of Cerner, that such litigation relates to the consummation of the transactions contemplated by this Agreement; or (iv) such party's obtaining Knowledge of the occurrence, or failure to occur, of any event the which occurrence or nonoccurrence of which would reasonably failure to occur will be expected likely to cause (A) any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; , or (iiB) any material failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by under this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) no such notification shall not limit or otherwise affect the representations, warranties, obligations or remedies available hereunder of the parties to the party giving or receiving such noticeconditions to the obligations of the parties hereunder.

Access to Information; Notification of Certain Matters. (a) From the date hereof until through the Effective Time Closing Date, Seller will afford Buyer and subject its employees, advisors, attorneys, accountants and representatives ("Representatives") and Buyer's lenders and financial sources reasonable access during normal business hours to applicable Lawthe personnel of the Business, the Company shall and will make available to Buyer (i) give to Holding the officers and Acquirorsenior staff of the Business on a regular and ongoing basis for consultation regarding operational matters, their counselcash flows, financial advisorsbusiness and product development, auditors customer and other authorized representatives reasonable access to its officessupplier relationships, properties, books and recordstransitional issues; and (ii) furnish or make available to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct employees of the business Business for general discussion about Buyer and its anticipated ownership of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on Business after the Company or any of its SubsidiariesClosing ("Buyer Personnel Access"). Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of From the date hereof through the Closing Date, Buyer and its Representatives and Buyer's lenders and financial sources shall have reasonable access during normal business hours to all properties, Books and Records, Contracts, Permits and other documents of, or relating to, Seller and the Business in order to make such investigation as they shall deem desirable. Seller shall furnish or cause to be furnished to Buyer and its Representatives all data, information and reports concerning the Business and such Seller's properties as may reasonably be requested (the "Confidentiality AgreementBuyer Record Access"). Buyer and its Representatives shall be granted Buyer Personnel Access and Buyer Record Access, among each only by coordinating with and first obtaining permission from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ with respect to the Company time and the members scope of the Buying Groupeach particular instance. No investigations pursuant to this Section 8.4(a) Such Buyer Personnel Access and Buyer Record Access shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretonot unreasonably interfere with Seller's business operations. (b) The Company shall Seller will give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, Buyer of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding and Acquiror, as the case may be, Seller to materially comply with or satisfy, or the occurrence or nonoccurrence of in any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy material respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. Buyer will give prompt notice to Seller of any failure of Buyer to comply with or satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. The giving of such notice, or the discovery by Buyer of any information in the course of its investigation of the Business, shall not be deemed to modify in any manner the representations and warranties of Seller hereunder; . (c) No later than fifteen (15) days after the end of each month beginning September 30, 2003 through the Closing Date, Seller shall furnish to Buyer (i) a consolidated statement of operations of Seller and a statement of operations of the Business for the one-month and year-to-date period then ended, (ii) a consolidated balance sheet of Seller and a balance sheet of the Business as of such month end and (iii) any notice or other communication from any Third Party alleging that the consent Business Financial Statements Reconciliation with respect thereto. As soon as practicable after the end of each fiscal quarter beginning September 30, 2003 through the Closing Date, Seller shall furnish to Buyer, (i) consolidated statements of operations, retained earnings and cash flows of Seller and a statement of operations of the Business for the quarter then ended, (ii) a consolidated balance sheet of Seller and a balance sheet of the Business for the quarter then ended and (iii) the Business Financial Statements Reconciliation with respect thereto. Upon delivery of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; financial statements and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely Business Financial Statements Reconciliation to result in a Company or Holding Material Adverse Effect; provided, however, that the delivery of any notice Buyer pursuant to this Section 8.4(b5.3(c), Seller will be deemed to make the representations and warranties set forth in Section 3.7(a) shall not limit or otherwise affect the remedies available hereunder with respect to the party giving or receiving such noticefinancial statements and Business Financial Statements Reconciliation then delivered.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the Company ▇▇▇▇▇▇▇ and Cardiac shall (i) give to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives reasonable access to its the offices, properties, books and records; records of such party, (ii) furnish or make available to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives any such financial and operating data and other information as those Persons such persons may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror the other party in their its investigation. Any investigation pursuant to this Section 8.3(a) shall be conducted in a such manner which will as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and other party. All such information shall be in accordance with any other existing agreements or obligations binding on deemed proprietary information of the Company or any of its Subsidiaries. Unless otherwise required delivering party, and shall, to the fullest extent permitted by Law, each of Holding be kept confidential by the receiving party and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and not used other authorized representatives to hold any nonpublic than in connection with the transactions contemplated by this Agreement. No information or knowledge obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a8.3(a) shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made by any party hereunder. (b) The Company Each party hereto shall give prompt notice to Holding and Acquiroreach other party hereto, and Holding and Acquiror shall give prompt notice as promptly as practicable after the event giving rise to the Companyrequirement of such notice, of of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure communication received by such party to materially comply with from, or satisfy given by such party to, any covenant, condition or agreement to be complied Governmental Entity in connection with or satisfied by it hereunder; any of the transactions contemplated hereby; (iiiii) any notice or other communication from any Third Party Person alleging that the consent of such Third Party Person is or may be required in connection with the transactions contemplated by this Agreement; and and (iviii) any fact, or of the occurrence or impending occurrence of any eventevent or circumstance, development relating to it or circumstance any of its Subsidiaries which has had or would be reasonably likely to result cause a breach of any representation, warranty, covenant or agreement in this Agreement by such party or which has had or is reasonably likely to have a Company or Holding Material Adverse EffectEffect on such party; provided, however, that the delivery of any notice pursuant to this Section 8.4(b8.3(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable LawTime, the Company shall, and shall cause its Subsidiaries to, (i) give to Holding and AcquirorParent, their its counsel, financial advisorsadvisers, auditors and other authorized representatives full access at all reasonable access times upon reasonable advance notice to its their respective offices, properties, books and records; , Contracts, accountants, actuaries, management and consultants, (ii) promptly furnish or make available to Holding and AcquirorParent, their its counsel, financial advisorsadvisers, auditors and other authorized representatives any such financial and operating data and other information as those such Persons may reasonably request; request and (iii) instruct its employees, counsel, financial advisorsadvisers, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror Parent in their its investigation. Any investigation pursuant to this Section 7.5(a) shall be conducted in a such manner which will so as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and Company. All such information shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required governed by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of Confidentiality Agreement. No information or knowledge obtained in any review or investigation made by Parent to the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations or pursuant to this Section 8.4(a7.5(a) shall affect or be deemed to modify any representations representation or warranties of warranty made by the parties herein or the conditions to the obligations of the parties heretoCompany hereunder. (b) The Company Each party hereto shall give prompt notice to Holding and Acquiroreach other party hereto, and Holding and Acquiror shall give prompt notice as promptly as practicable after the event giving rise to the Companyrequirement of such notice, of of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure communication received by such party to materially comply with from, or satisfy given by such party to, any covenant, condition or agreement to be complied Governmental Entity in connection with or satisfied by it hereunder; any of the transactions contemplated hereby; (iiiii) any notice or other communication from any Third Party Person alleging that the consent of such Third Party Person is or may be required in connection with the transactions contemplated by this Agreement; and ; (iviii) the occurrence existence of any event, development circumstances or circumstance fact which has had or would be reasonably likely to (x) cause any representation or warranty contained in this Agreement to be inaccurate or untrue in any material respect, (y) cause any condition to Closing contained in this Agreement to be incapable of being satisfied, or (z) result in a Company or Holding Material Adverse EffectEffect on such party; (iv) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party pursuant to this Agreement; and (v) any actions, suits, claims, investigations or proceedings commenced or, to its best knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed on Section 4.16 of the Company Disclosure Schedule, or that relate to the consummation of the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 8.4(b7.5(b) shall not modify the representations, warranties, Disclosure Schedules, covenants, agreements or conditions set forth herein or limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the Company shall (i) give to Holding Parent, Acquiror and Acquiror, their counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access during normal business hours to its offices, properties, books and records; (ii) furnish or make available to Holding Parent, Acquiror and Acquiror, their counsel, financial advisors, auditors and other authorized representatives Representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives Representatives to cooperate with the reasonable requests of Holding Parent and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding Parent and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives Representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the that certain confidentiality letteragreement, dated December 15as of February 10, 20002004, as amended as of the date hereof (the "Confidentiality Agreement"), among between the Company and the members of the Buying GroupLGP. No investigations pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) The Company shall give prompt notice to Holding Parent and Acquiror, and Holding Parent and Acquiror shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company Company, Parent or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy satisfy, any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; (iv) any actions, suits, claims, investigations or proceedings commenced or, to the best of such party's knowledge, threatened against, or affecting such party which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or which relate to the consummation of the transactions contemplated hereby or by the Ancillary Agreements; and (ivv) the occurrence of any event, development or circumstance which has had or would be reasonably likely expected to result in a Company Material Adverse Effect or Holding Acquiror Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice. (c) Parent, the Acquiror and their agents, shall have the right, from time to time, prior to the Closing Date or earlier termination of this Agreement, during normal business hours and after reasonable notice has been provided, to enter upon the real property owned or leased by the Company or any Company Subsidiary (collectively, the "Premises") for the purpose of conducting visual inspections of the Premises, taking of measurements, making of surveys and generally for the reasonable performance of a standard "Phase I" investigation relating to the Premises, all at Acquiror's sole cost and expense; provided, however, that Parent or the Acquiror shall (i) restore any damage to the Premises or any adjacent property caused by such actions within a reasonable time period after such entry; (ii) not unreasonably interfere with the conduct of the business of the Company or any Company Subsidiary and (iii) not conduct any soil borings, or groundwater testing or any other "Phase II" testing without the prior written consent of the Company. Any entry by Parent or the Acquiror onto the Premises shall be subject to, and conducted in accordance with, any other existing agreements or obligations binding on the Company or any Company Subsidiary and all applicable Environmental Laws. Parent and the Acquiror shall keep the Premises free and clear of any mechanic's or materialmen's liens arising out of any entry onto or inspection of the Premises. Parent and the Acquiror shall not disturb the Premises beyond what is reasonably necessary to conduct its investigations.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Lawlaw, the Company UCC and IP shall (i) give to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives reasonable access to its the offices, properties, books and records; records of such party, (ii) furnish or make available to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives any such financial and operating data and other information as those such Persons may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror the other party in their its investigation. Any investigation pursuant to this Section shall be conducted in a such manner which will as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiariesparty. Unless otherwise required by Lawlaw, each of Holding UCC and Acquiror IP will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold hold, any nonpublic information obtained in any such investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying GroupSection 8.08. No investigations information or knowledge obtained in any investigation pursuant to this Section 8.4(a) 8.04 shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made by any party hereunder. (b) The Company Each party hereto shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, of each other party hereto of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of communication received by such party contained from, or given by such party to, any Governmental Entity in this Agreement to be untrue or inaccurate in connection with any material respectof the transactions contemplated hereby; and (ii) any failure actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that, if pending on the Company date of this Agreement, would have been required to have been disclosed pursuant to Section 4.11, 4.12, 4.13, 4.14, 4.18 or Holding and Acquiror5.10, as the case may be, or that relate to materially comply with or satisfy, or the occurrence or nonoccurrence consummation of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; Agreement provided, however, that the delivery of any notice pursuant to this Section 8.4(b8.04(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the Company shall and each U.S. Government Subsidiary shall, upon reasonable advance notice, (i) give to Holding Buyer Parent, Buyer and Acquiror, Merger Sub and their counsel, financial advisors, financing sources, auditors and other authorized representatives reasonable access (in accordance with such procedures as are mutually agreed to its between Buyer and the Company prior to any such access) to the offices, properties, books and recordsrecords of the U.S. Government Business; (ii) furnish or make available to Holding Buyer Parent, Buyer and Acquiror, Merger Sub and their counsel, financial advisors, financing sources, auditors and other authorized representatives any financial and operating data and other material information of the U.S. Government Business in the possession of the Company or any U.S. Government Subsidiary as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, financing sources, auditors and other authorized representatives to cooperate with the reasonable requests of Holding Buyer Parent, Buyer and Acquiror Merger Sub and their counsel, financial advisors, auditors and other authorized representatives, in their investigationthe case of clauses (i), (ii) and (iii), for the purpose of familiarizing itself with the Company and each of the U.S. Government Subsidiaries in anticipation of or reasonably related to the consummation of the Transactions, including the integration of the Company and the U.S. Government Subsidiaries with Buyer Parent, Buyer and Merger Sub; provided, however, that the Company may restrict access to information to the extent the Company reasonably believes necessary to (i) comply with existing confidentiality agreements with Third Parties, (ii) ensure compliance with applicable Laws, and (iii) preserve legal privilege that the Company or any of the Company Subsidiaries would be entitled to assert. Any investigation access pursuant to this Section 8.5 shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company and its the Company Subsidiaries and shall be in accordance with this Section 8.5(a) and any other existing agreements or obligations binding on the Company or any of its the Company Subsidiaries. Unless otherwise required by LawEach of Buyer Parent, each of Holding Buyer and Acquiror will Merger Sub shall hold, and will shall cause its respective officers, employees, counsel, financial advisors, financing sources, auditors and other authorized representatives to hold hold, any nonpublic non-public information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) The Company shall give prompt notice to Holding Buyer Parent, Buyer and AcquirorMerger Sub, and Holding Buyer Parent, Buyer and Acquiror Merger Sub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be that has become untrue or inaccurate such that the conditions set forth in any material respectArticle 9 would not be satisfied; (ii) any failure of the Company or Holding Buyer Parent, Buyer and AcquirorMerger Sub, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition covenant or agreement contained in this Agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging hereunder such that the consent of such Third Party is or may conditions set forth in Article 9 would not be required in connection with the transactions contemplated by this Agreementsatisfied; and (iviii) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result have, individually or in the aggregate, a Company Material Adverse Effect or Holding Buyer Material Adverse Effect, as applicable; provided, however, that the delivery of any notice pursuant to this Section 8.4(b8.5(b) shall not limit or otherwise affect (x) the representations, warranties, covenants or agreements of the parties hereto or (y) the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Lawlaw, the Company and FNIS shall (i) give to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives reasonable access to its the offices, properties, books and records; records of such party, (ii) furnish or make available to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives any such financial and operating data and other information as those such Persons may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror the other party in their its investigation. Any investigation pursuant to this Section 9.4(a) shall be conducted in a such manner which will as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and other party. All such information shall be in accordance with any other existing agreements governed by the terms of the Confidentiality Agreement. No information or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information knowledge obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a9.4(a) shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made by any party hereunder. (b) The Company Each party hereto shall give prompt notice to Holding and Acquiroreach other party hereto, and Holding and Acquiror shall give prompt notice as promptly as practicable after the event giving rise to the Companyrequirement of such notice, of of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure communication received by such party to materially comply with from, or satisfy given by such party to, any covenant, condition or agreement to be complied Governmental Entity in connection with or satisfied by it hereunder; any of the transactions contemplated hereby; (iiiii) any notice or other communication from any Third Party Person alleging that the consent of such Third Party Person is or may be required in connection with the transactions contemplated by this Agreement; and and (iviii) any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that, if pending on the occurrence date of any eventthis Agreement, development would have been required to have been disclosed, or circumstance which has had or would be reasonably likely that relate to result in a Company or Holding Material Adverse Effectthe consummation of the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 8.4(b9.4(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the Company shall (i) give to Holding Parent, Acquiror and Acquiror, their counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access during normal business hours to its offices, properties, books and records; (ii) furnish or make available to Holding Parent, Acquiror and Acquiror, their counsel, financial advisors, auditors and other authorized representatives Representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives Representatives to cooperate with the reasonable requests of Holding Parent and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding Parent and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives Representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the that certain confidentiality letteragreement, dated as of December 156, 20002002, as amended as of the date hereof (the "Confidentiality AgreementCONFIDENTIALITY AGREEMENT"), among between the Company and the members of the Buying Group. Leonard Green & Partners, L.P. No investigations pursuant to this Section 8.4(a▇▇▇▇▇▇▇ ▇.▇(▇) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) The Company shall give prompt notice to Holding Parent and Acquiror, and Holding Parent and Acquiror shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company Company, Parent or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy satisfy, any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; (iv) any actions, suits, claims, investigations or proceedings commenced or, to the best of such party's knowledge, threatened against, or affecting such party which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or which relate to the consummation of the transactions contemplated hereby or by the Ancillary Agreements; and (ivv) the occurrence of any event, development or circumstance which has had or would be reasonably likely expected to result in a Company Material Adverse Effect or Holding Acquiror Material Adverse Effect; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice. (c) Parent, the Acquiror and their agents, shall have the right, from time to time, prior to the Closing Date or earlier termination of this Agreement, during normal business hours and after reasonable notice has been provided, to enter upon the real property owned or leased by the Company or any Company Subsidiary (collectively, the "PREMISES") for the purpose of conducting visual inspections of the Premises, taking of measurements, making of surveys and generally for the reasonable performance of a standard "Phase I" investigation relating to the Premises, all at Acquiror's sole cost and expense; PROVIDED, HOWEVER, that Parent or the Acquiror shall (i) restore any damage to the Premises or any adjacent property caused by such actions within a reasonable time period after such entry; (ii) not unreasonably interfere with the conduct of the business of the Company or any Company Subsidiary and (iii) not conduct any soil borings, or groundwater testing or any other "Phase II" testing without the prior written consent of the Company, as hereinafter set forth. Any entry by Parent or the Acquiror onto the Premises shall be subject to, and conducted in accordance with, any other existing agreements or obligations binding on the Company or any Company Subsidiary and all applicable Environmental Laws. Parent and the Acquiror shall keep the Premises free and clear of any mechanic's or materialmen's liens arising out of any entry onto or inspection of the Premises. Parent and the Acquiror shall not disturb the Premises beyond what is reasonably necessary to conduct its investigations.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the Company shall and each Company Subsidiary shall, upon reasonable advance notice, (i) give to Holding Parent and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, properties, books and records; (ii) furnish or make available to Holding Parent and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding Parent and Acquiror in their investigationconnection with such matters. Any investigation access pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by LawLaw or as otherwise provided in this Agreement, each of Holding Parent and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among provided that Parent and Acquiror will have the right to provide all such information to any potential purchaser in connection with a Real Estate Asset Sale and such potential purchaser’s officers, employees, counsel, financial advisors, auditors and other authorized representatives as long as such persons agree to keep such information confidential and agree not to hire or solicit the employees of the Company and its Subsidiaries, in each case in writing reasonably satisfactory to the members of the Buying GroupCompany. No investigations access pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. From the date hereof until the Effective Time, the Company shall, and shall cause its Subsidiaries to, provide Parent and its Subsidiaries with reasonable access, upon reasonable prior notice to ▇▇▇▇ ▇▇▇▇▇▇▇, the General Counsel of the Company or any Person designated by him to receive such notices, to employees and consultants of the Company and its Subsidiaries for the purpose of enabling Parent or its Subsidiaries to meet with and make offers of employment or service to one or more of said individuals and to discuss integration and other transition matters with respect to the transactions contemplated hereby; provided, however that the Company shall have the right to have a representative attend each such meeting. (b) The Company shall give prompt notice to Holding Parent and Acquiror, and Holding Parent and Acquiror shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding Parent and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy satisfy, any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Parent Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect (x) the representations, warranties, covenants or agreements of the parties hereto or (y) the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Lawlaw, the Company UCC and IP shall (i) give to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives reasonable access to its the offices, properties, books and records; records of such party, (ii) furnish or make available to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives any such financial and operating data and other information as those such Persons may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror the other party in their its investigation. Any investigation pursuant to this Section shall be conducted in a such manner which will as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiariesparty. Unless otherwise required by Lawlaw, each of Holding UCC and Acquiror IP will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold hold, any nonpublic information obtained in any such investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying GroupSection 8.8. No investigations information or knowledge obtained in any investigation pursuant to this Section 8.4(a) 8.4 shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made by any party hereunder. (b) The Company Each party hereto shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, of each other party hereto of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of communication received by such party contained from, or given by such party to, any Governmental Entity in this Agreement to be untrue or inaccurate in connection with any material respectof the transactions contemplated hereby; and (ii) any failure actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that, if pending on the Company date of this Agreement, would have been required to have been disclosed pursuant to Section 4.11, 4.12, 4.13, 4.14, 4.18 or Holding and Acquiror5.10, as the case may be, or that relate to materially comply with or satisfy, or the occurrence or nonoccurrence consummation of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; Agreement provided, however, that the delivery of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the Company shall (i) give to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, properties, books and records; (ii) furnish or make available to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality AgreementCONFIDENTIALITY AGREEMENT"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) The Company shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Lawlaw, the Company and Parent shall (i) give to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives reasonable access to its the offices, properties, books and records; records of such party, (ii) furnish or make available to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives any such financial and operating data and other information as those such Persons may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror the other party in their its investigation. Any investigation pursuant to this Section shall be conducted in a such manner which will as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and other party. All such information shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required governed by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letterConfidentiality Agreement between Parent and the Company dated January 5, dated December 15, 2000, as amended as of the date hereof 1999 (the "Confidentiality Agreement") (provided, however, that Parent shall be permitted to use such information for all purposes of consummating this Agreement and transition planning), among the Company and the members of the Buying Group. No investigations information or knowledge obtained in any investigation pursuant to this Section 8.4(a) shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made by any party hereunder. (b) The Company Each party hereto shall give prompt notice to Holding and Acquiroreach other party hereto, and Holding and Acquiror shall give prompt notice as promptly as practicable after the event giving rise to the Companyrequirement of such notice, of of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of communication received by such party contained from, or given by such party to, any Governmental Entity in this Agreement to be untrue or inaccurate in connection with any material respectof the transactions contemplated hereby; and (ii) any failure of the Company actions, suits, claims, investigations or Holding and Acquiror, as the case may beproceedings commenced or, to materially comply with its knowledge, threatened against, relating to or satisfyinvolving or otherwise affecting such party or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed, or that relate to the occurrence or nonoccurrence consummation of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; Agreement provided, however, that the delivery of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Lawlaw, the Company STC and Epitope shall (i) give to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to its the offices, properties, books books, records, contracts, commitments, officers and records; employees and all other information concerning it and its business, properties, assets, condition (financial or otherwise) or prospects of such party, (ii) consistent with its legal obligations, furnish or make available to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives any such financial and operating data and other information as those such Persons may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror the other party in their its investigation. Any investigation pursuant to this Section 8.5 shall be conducted in a such manner which will as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiariesparty. Unless otherwise required by Lawlaw, each of Holding Epitope and Acquiror STC will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold hold, any nonpublic information obtained in any such investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying GroupSection 8.9. No investigations information or knowledge obtained in any investigation pursuant to this Section 8.4(a) 8.5 shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made by any party hereunder. (b) The Company Each party hereto shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, of each other party hereto of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure receipt by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) of such party's Subsidiaries of any notice or other communication from any Third Party Person alleging that the consent of such Third Party Person is or may be required in connection with the transactions contemplated by this Agreement. (ii) the receipt by such party or any of such party's Subsidiaries of any notice or other communication from any Governmental Entity in connection with any of the transactions contemplated by this Agreement; and and (iii) such party's obtaining Knowledge of any actions, suits, claims, investigations or proceedings commenced, threatened against, relating to or involving or otherwise affecting any of STC or Epitope, as the case may be, or any Epitope Subsidiary which relate to the consummation of the transactions contemplated by this Agreement; and (iv) such party's obtaining Knowledge of the occurrence occurrence, or failure to occur, of any event, development event which occurrence or circumstance which has had or would failure to occur will be reasonably likely to result cause (A) any representation or warranty contained in a Company this Agreement o be untrue or Holding Material Adverse Effectinaccurate in any material respect, or (B) any material failure of any party to comply with or satisfy any covenant, condition or agreement o be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) no such notification shall not limit or otherwise affect the representations, warranties, obligations or remedies available hereunder of the parties to the party giving or receiving such noticeconditions to the obligations of the parties hereunder.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject Subject to applicable LawLegal Requirements, the Company shall afford Parent and its accountants, counsel and other representatives and agents reasonable access upon reasonable notice during mutually convenient times during normal business hours during the period prior to the Closing to (i) give to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, all properties, books and records; , contracts and personnel of the Company and the Company Subsidiaries and (ii) furnish or make available to Holding all other information concerning the business of the Company and Acquirorthe Company Subsidiaries, their counselrespective properties and personnel, financial advisorsin each case, auditors and other authorized representatives any financial and operating data and other information as those Persons Parent may reasonably request; request in advance, provided, that such access shall not disrupt the normal business operations of the Company or the Company Subsidiaries. (b) Subject to compliance with applicable Legal Requirements, the Company and (iii) instruct its employeesParent shall work in good faith to prepare a mutually acceptable plan for communicating with their respective customers, counsel, financial advisors, auditors suppliers and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with employees regarding the conduct of the business of the Company post-Closing (subject to satisfaction of all closing conditions), including the development of mutually acceptable Frequently Asked Questions (FAQ) and its Subsidiaries other documents to facilitate communications with such constituencies by Parent and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of from the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretountil Closing. (bc) The Company shall give prompt notice to Holding and AcquirorCompany, on the one hand, and Holding and Acquiror Parent, on the other hand, shall give prompt notice to the Company, other upon obtaining Knowledge of (ia) the occurrence or nonoccurrence non-occurrence of any event the whose occurrence or nonoccurrence of which non-occurrence, as the case may be, would reasonably be expected likely to cause either (i) any representation or warranty of such party the Company or Parent, as applicable, contained in this Agreement to be untrue or inaccurate in any material respect; respect at the date hereof or at the Closing or (ii) any condition set forth in ARTICLE VI to be unsatisfied at the Closing Date (except to the extent it refers to a specific date) and (b) any material failure of the Company or Holding and AcquirorParent, as the case may beapplicable, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) hereunder or under any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Ancillary Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 8.4(b5.1(c) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such noticenotice or the representations or warranties of the parties hereto or the conditions to the obligations of the parties hereto. (d) As soon as such information becomes available, and in any event not later than forty-five (45) days after the end of each fiscal month, the Company shall provide to Parent an unaudited balance sheet as of the end of such month and the related unaudited statements of results of operations and statements of cash flows for such period, together with a list of the ages and amounts of all accounts receivable uncollected as of the end of such month. The Company shall provide Parent and its accountants, counsel and other representatives copies of the Company’s internal financial statements prepared in the ordinary course of business after the date of this Agreement as promptly as reasonably practicable upon written request.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Lawlaw, the Company ANFI and FNF shall (i) give to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives reasonable access to its the offices, properties, books and records; records of such party, (ii) furnish or make available to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives any such financial and operating data and other information as those such Persons may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror the other party in their its investigation. Any investigation pursuant to this Section 8.4(a) shall be conducted in a such manner which will as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and other party. All such information shall be in accordance with any other existing agreements or obligations binding on deemed proprietary information of the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding and Acquiror will holddelivering party, and will cause its respective officersshall, employeesto the fullest extent permitted by law, counsel, financial advisors, auditors be kept confidential by the receiving party and not used other authorized representatives to hold any nonpublic than in connection with the transactions contemplated by this Agreement. No information or knowledge obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a) shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made by any party hereunder. (b) The Company Each party hereto shall give prompt notice to Holding and Acquiroreach other party hereto, and Holding and Acquiror shall give prompt notice as promptly as practicable after the event giving rise to the Companyrequirement of such notice, of of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure communication received by such party to materially comply with from, or satisfy given by such party to, any covenant, condition or agreement to be complied Governmental Entity in connection with or satisfied by it hereunder; any of the transactions contemplated hereby; (iiiii) any notice or other communication from any Third Party Person alleging that the consent of such Third Party Person is or may be required in connection with the transactions contemplated by this Agreement; and and (iviii) any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that, if pending on the occurrence date of any eventthis Agreement, development would have been required to have been disclosed, or circumstance which has had or would be reasonably likely that relate to result in a Company or Holding Material Adverse Effectthe consummation of the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From For purposes of furthering the date hereof until Merger but subject to Section 6.5(b), NIC shall afford to Tyler, and to Tyler’s Representatives, upon NIC’s approval (which approval will not be unreasonably withheld, conditioned, or delayed) of a reasonable request by Tyler to be provided reasonable access during normal business hours during the period prior to the Effective Time and subject or the termination of this Agreement to applicable Law, the Company shall (i) give to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, NIC’s properties, books and records, financial and operating data, other information, and to those officers of NIC to whom Tyler reasonably requests access; provided, however, that any such access shall be conducted during normal business hours under the supervision of NIC’s personnel and in such a manner as not to interfere with the normal operations of NIC; and provided, further, that the foregoing shall not permit any Tyler Entity or any such Representatives to conduct any environmental testing or sampling. Without limiting the other provisions of this Section 6.5, the Tyler Entities will use reasonable best efforts to minimize any disruption to the business of NIC that may result from the requests for access, data, or information hereunder. (b) Notwithstanding the foregoing, NIC shall not be required by this Section 6.5 to provide Tyler or Tyler’s Representatives with access to or to disclose information (i) that, in the reasonable good-faith judgment of NIC, is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a Third Party entered into prior to the date hereof or after the date hereof in the ordinary course of business (provided, however, that, at Tyler’s written request, NIC shall use its commercially reasonable efforts (x) to obtain the required consent of such Third Party to such access or disclosure or (y) to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) furnish or the disclosure of which, in the reasonable good-faith judgment of NIC, would violate applicable Law (provided, however, that NIC shall use its commercially reasonable efforts to make available appropriate substitute arrangements to Holding and Acquirorpermit reasonable disclosure not in violation of such Law), their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employeesthe disclosure of which, counsel, financial advisors, auditors and other authorized representatives to cooperate with in the reasonable requests good-faith judgment of Holding and Acquiror NIC, would cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that NIC shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that such access or disclosure would not jeopardize attorney-client, attorney work product or other legal privilege) or (iv) the disclosure of which, in their investigation. Any investigation pursuant to this Section shall be conducted the reasonable good-faith judgment of NIC, would result in a manner which will not interfere unreasonably with the conduct disclosure of the business any trade secrets or other competitively sensitive information of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company NIC or any of its Subsidiaries. Unless otherwise required by Law, each NIC Subsidiary or any third parties. (c) Each of Holding NIC and Acquiror Tyler will hold, and will cause its respective officersRepresentatives and Affiliates to hold, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation exchanged pursuant to this Section 6.5, in confidence to the extent required by and in accordance with with, and agrees to be bound bywill otherwise comply with, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (bd) The Company NIC shall give prompt notice to Holding Tyler and Acquiror, and Holding and Acquiror Tyler shall give prompt notice to the CompanyNIC (subject to Section 6.6(b)), as promptly as reasonably practicable, upon becoming aware of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any written notice or other written communication received by such Party from any Third Party Governmental Authority in connection with this Agreement or the Transactions, including the Merger, or from any other Person alleging that the consent of such Third Party Person is or may be required in connection with the transactions contemplated by this Agreement; and Merger or the other Transactions, or (ivii) any legal Proceeding commenced or, to such Party’s Knowledge, threatened in writing against such Party or any of its Subsidiaries, directors, or officers (in their capacity as such) or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, directors, or officers (in their capacity as such), in each case in connection with, arising from or otherwise relating to the occurrence of Merger or any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effectother Transaction; provided, however, that the delivery of any notice pursuant to this Section 8.4(b6.5(d) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof or otherwise limit or otherwise affect the remedies available hereunder to any Party; provided, further, that either Party’s obligations, actions or inactions pursuant to this Section 6.5(d), in each case, in and of themselves, shall be deemed excluded for purposes of determining whether the party giving condition set forth in Section 7.2(b) or receiving such noticeSection 7.3(b), as applicable, has been satisfied.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time The Company shall, and subject shall cause each of its Subsidiaries to, afford to applicable Law, the Company shall (i) give to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, properties, books and records; (ii) furnish or make available to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company Parent and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors advisors and other authorized representatives prompt, reasonable access during normal business hours prior to hold any nonpublic information obtained in any investigation in confidence in accordance with the Effective Time to all of the Company's and agrees to be bound byits Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, the terms Company shall, and shall cause each of its Subsidiaries to, furnish as promptly as practicable to Parent such information concerning the Company's and its Subsidiaries businesses, properties, financial condition, operations and personnel as Parent may from time to time reasonably request; PROVIDED that the Company may restrict the foregoing access to the extent that (i) it would unreasonably interfere with the conduct of the confidentiality letterCompany's business or (ii) any law, dated December 15, 2000, as amended as rule or regulation of the date hereof (the "Confidentiality Agreement"), among any Governmental Entity applicable to the Company and or its Subsidiaries requires that the members of Company or its Subsidiaries restrict access to any properties or information. Any such investigation by Parent shall not affect the Buying Group. No investigations pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions Company contained in this Agreement. Parent will hold any information provided under this Section 6.2 that is non-public in confidence to the obligations extent required by, and in accordance with, the provisions of the parties heretoletter dated April 18, 2000 (the "Letter Agreement"), between the Company and Parent. (b) The Company shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, Parent of (i) the occurrence or nonoccurrence non-occurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; respect at or prior to the Effective Time and (ii) any material failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder, in either case which would reasonably be expected to cause any of the conditions set forth in clause (v)(b), (v)(c) or (v)(e) of Exhibit A hereto to fail to be satisfied; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any eventPROVIDED, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; provided, howeverHOWEVER, that the delivery of any notice pursuant to this Section 8.4(b6.2(b) shall not limit or otherwise affect the rights or remedies available hereunder to the party giving or receiving such noticeParent.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Lawlaw, the Company HNWC and AMCON shall (i) give to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to its the offices, properties, books books, records, contracts, commitments, officers and records; employees and all other information concerning it and its business, properties, assets, condition (financial or otherwise) or prospects of such party, (ii) consistent with its legal obligations, furnish or make available to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives any such financial and operating data and other information as those such Persons may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror the other party in their its investigation. Any investigation pursuant to this Section 6.5 shall be conducted in a such manner which will as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiariesparty. Unless otherwise required by Lawlaw, each of Holding AMCON and Acquiror HNWC will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold hold, any nonpublic information obtained in any such investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying GroupSection 7.9. No investigations information or knowledge obtained in any investigation pursuant to this Section 8.4(a) 7.5 shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made by any party hereunder. (b) The Company Each party hereto shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, of each other party hereto of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure receipt by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) of such party's Subsidiaries of any notice or other communication from any Third Party Person alleging that the consent of such Third Party Person is or may be required in connection with the transactions contemplated by this Agreement. (ii) the receipt by such party or any of such party's Subsidiaries of any notice or other communication from any Governmental Entity in connection with any of the transactions contemplated by this Agreement; and (iii) such party's obtaining Knowledge of any actions, suits, claims, investigations or proceedings commenced, threatened against, relating to or involving or otherwise affecting any of HNWC or AMCON, as the case may be, or any AMCON Subsidiary which relate to the consummation of the transactions contemplated by this Agreement; and (iv) such party's obtaining Knowledge of the occurrence occurrence, or failure to occur, of any event, development event which occurrence or circumstance which has had or would failure to occur will be reasonably likely to result cause (A) any representation or warranty contained in a Company this Agreement to be untrue or Holding Material Adverse Effectinaccurate in any material respect, or (B) any material failure of any party to comply with or satisfy any covenant, condition or agreement o be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) no such notification shall not limit or otherwise affect the representations, warranties, obligations or remedies available hereunder of the parties to the party giving or receiving such noticeconditions to the obligations of the parties hereunder.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the The Company shall afford Parent and its accountants, counsel and other representatives reasonable access during normal business hours during the period prior to the Closing to (i) give to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, all of the properties, books books, Tax Returns, Contracts, commitments and records; records and personnel of the Company and the Company Subsidiaries and (ii) furnish or make available to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and all other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of concerning the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company Subsidiaries, their respective properties and personnel as Parent may reasonably request; provided, however, that, if the Company reasonably believes that the provision of such access or any information would violate applicable Legal Requirements or an obligation of its Subsidiariesconfidentiality under a Contract with a third party, or jeopardize attorney-client privilege, then the Company (A) may limit such access or information to the extent the provision of such access or information is so restricted and (B) shall reasonably cooperate with Parent to eliminate or limit such restriction and allow such access or information to the maximum extent possible. Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic No information or Knowledge obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a5.1(a) shall affect or be deemed to modify any representations representation or warranties of the parties herein warranty contained in this Agreement or the conditions to the obligations of the parties heretoto consummate the transactions contemplated hereby. (b) The Company shall give prompt notice to Holding and AcquirorParent, on the one hand, and Holding and Acquiror shall give prompt notice to the Company, on the other hand, shall use their respective commercially reasonable efforts to promptly notify each other of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company actions, suits, claims or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required proceedings in connection with the transactions contemplated by this Agreement; and Agreement commenced or, to the Knowledge of Parent and/or Merger Sub or the Knowledge of the Company, threatened against the Company or any of the Company Subsidiaries, as the case may be, or (ivii) the occurrence or non-occurrence of any event, development fact or circumstance event which has had or would be reasonably likely to result cause any condition set forth in a Company or Holding Material Adverse EffectARTICLE VI not to be satisfied; provided, howeverthat no such notification, that nor the delivery obligation to make such notification, shall affect the representations, warranties or covenants of any notice pursuant party hereto or the conditions to the obligations of any party to this Section 8.4(b) shall not limit Agreement. With respect to any material stockholder claims or otherwise affect litigation against the remedies available hereunder Company and/or its directors relating to the party giving transactions contemplated by this Agreement, the Company shall (i) promptly notify Parent of the initiation of any such litigation, (ii) promptly notify Parent of any material communication with the applicable stockholders or receiving any material development with respect to such noticelitigation and (iii) subject to reasonable limitations to protect attorney-client privilege, consult in good faith with Parent with respect to any material decisions and the Company’s general strategy regarding such litigation. (c) If prior to the Closing, Parent or Merger Sub shall have Knowledge of any material breach of a representation, warranty, covenant, agreement or condition of the Company, Parent shall promptly notify the Company of such knowledge in reasonable detail.

Access to Information; Notification of Certain Matters. (a) From For purposes of furthering the date hereof until the Effective Time and Merger but subject to applicable LawSection 6.3(b), the Company shall afford to Parent and to Parent’s Representatives, upon the Company’s approval (iwhich approval will not be unreasonably withheld, conditioned, or delayed) give of a reasonable request by Parent to Holding and Acquirorbe provided reasonable access, their counselduring normal business hours during the period prior to the Effective Time or the termination of this Agreement pursuant to Section 8.1, financial advisors, auditors and other authorized representatives reasonable access to its offices, the Company’s properties, books and records; (ii) furnish or make available to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data data, other information, and other information as to those Persons may officers of the Company to whom Parent reasonably requestrequests access; and (iii) instruct its employeesprovided, counselhowever, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section that any such access shall be conducted during normal business hours under the supervision of the Company’s personnel and in such a manner which will as not to interfere unreasonably with the conduct normal operations of the Company. Without limiting the other provisions of this Section 6.3, the Parent Entities will use commercially reasonable efforts to minimize any disruption to the business of the Company and that may result from the requests for access, data, or information hereunder. (b) Notwithstanding the foregoing, the Company shall not be required by this Section 6.3 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that, in the reasonable good-faith judgment of the Company, is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a Third Party entered into prior to the date hereof or after the date hereof in the ordinary course of business (provided, however, that, at Parent’s written request, the Company shall use its Subsidiaries and commercially reasonable efforts (x) to obtain the required consent of such Third Party to such access or disclosure or (y) to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good-faith judgment of the Company, would violate applicable Law (provided, however, that the Company shall be use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in accordance with violation of such Law), (iii) the disclosure of which, in the reasonable good-faith judgment of the Company, would cause the loss of any attorney-client, attorney work product or other existing agreements legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such access or obligations binding on disclosure to the maximum extent that such access or disclosure would not jeopardize attorney-client, attorney work product or other legal privilege) or (iv) the disclosure of which, in the reasonable good-faith judgment of the Company, would result in the disclosure of any trade secrets or other competitively sensitive information of the Company or any of its Subsidiaries. Unless otherwise required by Law, each Company Subsidiary or any third parties. (c) Each of Holding the Company and Acquiror Parent will hold, and will cause its respective officersRepresentatives and Affiliates to hold, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation exchanged pursuant to this Section 6.3, in confidence to the extent required by and in accordance with with, and agrees to be bound bywill otherwise comply with, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (bd) The Company shall give prompt notice to Holding Parent and Acquiror, and Holding and Acquiror Parent shall give prompt notice to the Company, as promptly as reasonably practicable, upon becoming aware of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any written notice or other written communication received by such Party from any Third Party Governmental Authority in connection with this Agreement or the Transactions, including the Merger, or from any other Person alleging that the consent of such Third Party Person is or may be required in connection with the transactions contemplated by this Agreement; and Merger or the other Transactions, (ivii) any legal Proceeding commenced or, to such Party’s Knowledge, threatened in writing against such Party or any of its Subsidiaries, directors, or officers (in their capacity as such) or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, directors, or officers (in their capacity as such), in each case in connection with, arising from or otherwise relating to the occurrence of Merger or any eventother Transaction, (iii) any change, effect, circumstance, condition, development or circumstance which event that (A) has had or would be is reasonably likely to result in have a Company or Holding Material Adverse EffectEffect or (B) the Company or Parent reasonably believes would give rise, individually or in the aggregate, to the failure of any condition set forth in Section 7.1, Section 7.2, or Section 7.3, as applicable; provided, however, that the delivery of any notice pursuant to this Section 8.4(b6.3(d) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof or otherwise limit or otherwise affect the remedies available hereunder to any Party; provided, further, that either Party’s obligations, actions or inactions pursuant to this Section 6.3(d), in each case, in and of themselves, shall be deemed excluded for purposes of determining whether the party giving condition set forth in Section 7.2(b) or receiving Section 7.3(b), as applicable, has been satisfied. The Company shall be entitled to direct and control the defense of any legal Proceeding commenced or, to the Company’s Knowledge, threatened in writing against the Company or any of the Company Subsidiaries, or their respective directors or officers (in their capacity as such) or otherwise relating to, involving or affecting such noticePersons in connection with, arising from or otherwise relating to the Merger or any other Transaction (the “Company Transaction Litigation”); provided, however, that the Company (a) shall consult with, and shall give Parent the right to, participate in the defense, negotiation or settlement of any Company Transaction Litigation (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), (b) shall give reasonable and good faith consideration to Parent’s advice with respect to such Company Transaction Litigation, and (c) shall not compromise or settle, or agree to compromise or settle, any Company Transaction Litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, any action, litigation or other proceedings related to Dissenting Shares will be governed by Section 3.2. (e) During the period prior to the Effective Time or the termination of this Agreement pursuant to Section 8.1, the Company shall deliver to Parent, (i) as soon as practicable and in any event within ten (10) Business Days after the end of each month following the date hereof, copies of unaudited consolidated financial statements consisting of the consolidated balance sheet of the Company and the Company Subsidiaries and the related statements of income and retained earnings, stockholders’ equity and cash flow for the period beginning from the then current fiscal year to the end of such fiscal month, (ii) as soon as practicable, and in any event within five (5) days after the end of each calendar week following the date hereof, copies of reports, delivered in the form attached hereto as Schedule 6.3(e), for the previous calendar week, and (iii) as soon as practicable, and in any event by the Monday following the end of each calendar week following the date hereof, a summary of the Company’s then current cash balances in its bank accounts. The financial statements delivered pursuant to this Section 6.3(e) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, subject to normal and recurring year-end adjustments (the effect of which will not be material in amount) and the absence of notes.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Lawlaw, the Company CITATION shall (i) give to Holding and AcquirorCerner, their its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to its the offices, properties, books books, records, contracts, commitments, officers and records; employees and all other information concerning it and its business, properties, assets, condition (financial or otherwise) or prospects of such party, (ii) consistent with its legal obligations, furnish or make available to Holding and AcquirorCerner, their its counsel, financial advisors, auditors and other authorized representatives any such financial and operating data and other information as those such Persons may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror Cerner in their its investigation. Any investigation pursuant to this Section 7.4 shall be conducted in a such manner which will as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiariesparty. Unless otherwise required by Lawlaw, each of Holding Cerner and Acquiror CITATION will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold hold, any nonpublic information obtained in any such investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations information or knowledge obtained in any investigation pursuant to this Section 8.4(a) 7.4 shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made by any party hereunder. (b) The Company Each party hereto shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, of each other party hereto of: (i) the occurrence receipt by such party or nonoccurrence any of such party's Subsidiaries of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) the receipt by such party or any of such party's Subsidiaries of any notice or other communication from any Governmental Entity in connection with any of the transactions contemplated by this Agreement; (iii) such party's obtaining Knowledge of any actions, suits, claims, investigations or proceedings commenced, threatened against, relating to or involving or otherwise affecting either CITATION or Cerner, as the case may be, or any Subsidiary of either of them which relate to the consummation of the transactions contemplated by this Agreement; or (iv) such party's obtaining Knowledge of the occurrence, or failure to occur, of any event the which occurrence or nonoccurrence of which would reasonably failure to occur will be expected likely to cause (A) any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; , or (iiB) any material failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by under this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) no such notification shall not limit or otherwise affect the representations, warranties, obligations or remedies available hereunder of the parties to the party giving or receiving such noticeconditions to the obligations of the parties hereunder.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the The Company shall afford Parent and its accountants, counsel and other representatives reasonable access during normal business hours and upon reasonable notice during the period prior to the Closing to (i) give to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, all of the properties, books books, Tax Returns, Contracts, commitments and records; , patent application files and personnel of the Company and the Company Subsidiaries and (ii) furnish or make available to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and all other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of concerning the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company Subsidiaries, their respective properties and personnel as Parent may reasonably request. (b) Subject to compliance with applicable federal, state and local laws, from the date hereof until Closing, the Company shall confer on a regular and frequent basis with one or any more representatives of its Subsidiaries. Unless otherwise required by Law, each Parent to report material operational matters and the general status of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic ongoing operations. (c) No information or Knowledge obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a) 5.1 shall affect or be deemed to modify any representations representation or warranties of the parties herein warranty contained in this Agreement or the conditions to the obligations of the parties heretoto consummate the transactions contemplated hereby. (bd) The Company shall give prompt notice to Holding and AcquirorCompany, on the one hand, and Holding and Acquiror Parent, on the other hand, shall give prompt notice to the Company, other upon learning of (ia) the occurrence or nonoccurrence non-occurrence of any event the whose occurrence or nonoccurrence of which non-occurrence, as the case may be, would reasonably be expected likely to cause either (i) any representation or warranty of such party the Company or Parent, as applicable, contained in this Agreement to be untrue or inaccurate in any material respect; respect at the date hereof or at the Closing or (ii) any condition set forth in ARTICLE VI to be unsatisfied at the Closing Date (except to the extent it refers to a specific date) and (b) any material failure of the Company or Holding and AcquirorParent, as the case may beapplicable, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) hereunder or under any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Ancillary Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 8.4(b5.1(d) shall not limit or otherwise affect Table of Contents the remedies available hereunder to the party giving or receiving such noticenotice or the representations or warranties of the parties hereto or the conditions to the obligations of the parties hereto. (e) As soon as such information becomes available, and in any event not later than thirty (30) days after the end of each fiscal month, the Company shall provide to Parent an unaudited balance sheet as of the end of such month and the related statements of results of operations and statements of cash flows for such period together with a list of the ages and amounts of all accounts and notes due and uncollected as of the end of such month. Notwithstanding the foregoing, the Company agrees to provide to Parent and its accountants, counsel and other representatives copies of the Company’s internal financial statements promptly upon request.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the The Company shall afford Parent and its Representatives reasonable access during normal business hours during the period prior to the Closing to (i) give to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, all of the properties, books books, Tax Returns, Contracts, commitments and records; , patent application files and personnel of the Company and (ii) furnish or make available to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and all other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of concerning the business of the Company and its Subsidiaries respective properties and shall be in accordance with any other existing agreements personnel as Parent may reasonably request. (b) No information or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information knowledge obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a) 6.1 shall affect or be deemed to modify any representations representation or warranties of the parties herein warranty contained in this Agreement or the conditions to the obligations of the parties heretoto consummate the transactions contemplated hereby. (bc) The Company shall give prompt notice to Holding and AcquirorFrom the date hereof until the Closing, the Company, on the one hand, and Holding and Acquiror Parent, on the other hand, shall give prompt notice to the Company, other upon learning of (i) the occurrence or nonoccurrence non-occurrence of any event the whose occurrence or nonoccurrence of which non-occurrence, as the case may be, would reasonably be expected likely to cause either (A) any representation or warranty of such party contained in this Agreement to be untrue or inaccurate such that one of the conditions to Closing set forth in Article VII would be unsatisfied at the Closing Date or (B) any material respect; condition set forth in Article VII to be unsatisfied at the Closing Date and (ii) any material failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 8.4(b6.1(c) shall not limit or otherwise affect the remedies available hereunder to the party giving receiving such notice or receiving the representations or warranties of the parties hereto or the conditions to the obligations of the parties hereto. If a party fails to notify the other party of a breach of a representation or warranty pursuant to Section 6.1(c)(i)(A), such other party shall only be entitled to bring a claim for breach of such representation or warranty and not a claim for breach of this Section 6.1(c)(i)(A) unless the failure or delay in providing such notice prejudiced the party entitled to receive such notice. (d) As soon as such information becomes available, and in any event not later than thirty (30) days after the end of each fiscal month, the Company shall provide to Parent an unaudited balance sheet as of the end of such month and the related statements of results of operations and statements of cash flows for such period. Notwithstanding the foregoing, the Company agrees to provide to Parent and its Representatives copies of the Company’s regularly-prepared internal financial statements promptly upon request, to the extent then available.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the Company shall and each Company Subsidiary shall, upon reasonable advance notice, (i) give to Holding Parent and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, properties, books and records; (ii) furnish or make available to Holding Parent and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding Parent and Acquiror in their investigationconnection with such matters. Any investigation access pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by LawLaw or as otherwise provided in this Agreement, each of Holding Parent and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among provided that Parent and Acquiror will have the right to provide all such information to any potential purchaser in connection with a Real Estate Asset Sale and such potential purchaser's officers, employees, counsel, financial advisors, auditors and other authorized representatives as long as such persons agree to keep such information confidential and agree not to hire or solicit the employees of the Company and its Subsidiaries, in each case in writing reasonably satisfactory to the members of the Buying GroupCompany. No investigations access pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. From the date hereof until the Effective Time, the Company shall, and shall cause its Subsidiaries to, provide Parent and its Subsidiaries with reasonable access, upon reasonable prior notice to ▇▇▇▇ ▇▇▇▇▇▇▇, the General Counsel of the Company or any Person designated by him to receive such notices, to employees and consultants of the Company and its Subsidiaries for the purpose of enabling Parent or its Subsidiaries to meet with and make offers of employment or service to one or more of said individuals and to discuss integration and other transition matters with respect to the transactions contemplated hereby; provided, however that the Company shall have the right to have a representative attend each such meeting. (b) The Company shall give prompt notice to Holding Parent and Acquiror, and Holding Parent and Acquiror shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding Parent and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Parent Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect (x) the representations, warranties, covenants or agreements of the parties hereto or (y) the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Lawlaw, the Company and Parent shall (i) give to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives reasonable access to its the offices, properties, books and records; records of such party, (ii) furnish or make available to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives any such financial and operating data and other information as those such Persons may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror the other party in their its investigation. Any investigation pursuant to this Section shall be conducted in a such manner which will as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and other party. All such information shall be in accordance with any other existing agreements or obligations binding on governed by the terms of the Confidentiality Agreement between Parent and the Company dated January 5, 1999 (the "CONFIDENTIALITY AGREEMENT") (provided, however, that Parent shall be permitted to use such information for all purposes of consummating this Agreement and transition planning). No information or any of its Subsidiaries. Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information knowledge obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a8.04(a) shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made by any party hereunder. (b) The Company Each party hereto shall give prompt notice to Holding and Acquiroreach other party hereto, and Holding and Acquiror shall give prompt notice as promptly as practicable after the event giving rise to the Companyrequirement of such notice, of of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of communication received by such party contained from, or given by such party to, any Governmental Entity in this Agreement to be untrue or inaccurate in connection with any material respectof the transactions contemplated hereby; and (ii) any failure of the Company actions, suits, claims, investigations or Holding and Acquiror, as the case may beproceedings commenced or, to materially comply with its knowledge, threatened against, relating to or satisfyinvolving or otherwise affecting such party or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed, or that relate to the occurrence or nonoccurrence consummation of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; Agreement provided, however, that the delivery of any notice pursuant to this Section 8.4(b8.04(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Lawlaw, the Company and Acquiror shall (i) give to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, properties, books and records; , (ii) furnish or make available to Holding and Acquirorthe other party, their its counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror the other party in their its investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiariesparty. Unless otherwise required by Lawlaw, each of Holding the Company and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying GroupSection 8.8. No investigations information or knowledge obtained in any investigation pursuant to this Section 8.4(a) 8.4 shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made by any party hereunder. (b) The Company shall give prompt notice to Holding and Acquiror, and Holding and Acquiror Each party hereto shall give prompt notice to the Company, other of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of communication received by such party contained from, or given by such party to, any Governmental Entity in this Agreement to be untrue or inaccurate in connection with any material respect; of the transactions contemplated hereby and (ii) any failure actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that, if pending on the Company date of this Agreement, would have been required to have been disclosed pursuant to Article IV or Holding and AcquirorArticle V, as the case may be, or that relate to materially comply with or satisfy, or the occurrence or nonoccurrence consummation of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any eventprovided, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effect; providedeach case, however, that the delivery of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice.

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the Company shall and each Company Subsidiary shall, upon reasonable advance notice, (i) give to Holding Parent and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, properties, books and records; (ii) furnish or make available to Holding Parent and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding Parent and Acquiror in their investigationconnection with such matters. Any investigation access pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by LawLaw or as otherwise provided in this Agreement, each of Holding Parent and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among provided that Parent and Acquiror will have the right to provide all such information to any potential purchaser in connection with a Real Estate Asset Sale and such potential purchaser’s officers, employees, counsel, financial advisors, auditors and other authorized representatives as long as such persons agree to keep such information confidential and agree not to hire or solicit the employees of the Company and its Subsidiaries, in each case in writing reasonably satisfactory to the members of the Buying GroupCompany. No investigations access pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) The . From the date hereof until the Effective Time, the Company shall, and shall give prompt cause its Subsidiaries to, provide Parent and its Subsidiaries with reasonable access, upon reasonable prior notice to Holding and Acquiror▇▇▇▇ ▇▇▇▇▇▇▇, and Holding and Acquiror shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure General Counsel of the Company or Holding and Acquiror, as the case may beany Person designated by him to receive such notices, to materially comply employees and consultants of the Company and its Subsidiaries for the purpose of enabling Parent or its Subsidiaries to meet with and make offers of employment or satisfy, service to one or the occurrence or nonoccurrence more of any event, the occurrence or nonoccurrence of which would reasonably be expected said individuals and to cause the failure by such party discuss integration and other transition matters with respect to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effecthereby; provided, however, however that the delivery of any notice pursuant Company shall have the right to this Section 8.4(b) shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving have a representative attend each such noticemeeting.

Access to Information; Notification of Certain Matters. (a) From Subject to the date hereof until provisions of any confidentiality agreement by which the Effective Time Company is bound (provided that the Company shall advise Parent that information is not being provided as a result thereof and subject whether such information, in the good faith belief of the Company, has had or would reasonably be expected to applicable Lawhave a Material Adverse Effect on the Company), the Company shall, and shall (i) give cause each of its Subsidiaries to, afford to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, properties, books and records; (ii) furnish or make available to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company Parent and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors advisors and other authorized representatives prompt, reasonable access during the period prior to the Effective Time to all of the Company's and its Subsidiaries' properties, books, contracts, commitments, Returns, personnel and records, and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish as promptly as practicable to Parent such information concerning the Company's and its Subsidiaries' businesses, properties, financial condition, operations and personnel as Parent may from time to time reasonably request. Any such investigation by Parent shall not affect the representations or warranties of the Company contained in this Agreement. Parent will hold any information provided under this Section 6.02 that is nonpublic information obtained in any investigation in confidence to the extent required by, and in accordance with and agrees to be bound bywith, the terms provisions of the confidentiality letterletter dated October 17, dated December 15, 2000, as amended as of the date hereof 2000 (the "Confidentiality Agreement"), among between the Company and the members of the Buying The ▇▇▇▇▇ ▇▇▇▇▇▇ Group. No investigations pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto., Inc. (b) The Company shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, Parent of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; respect at or prior to the Effective Time and (ii) any material failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; , in either case which would reasonably be expected to cause any of the conditions set forth in clause (iiie) any notice or other communication from any Third Party alleging that the consent of such Third Party is or may Annex A hereto to fail to be required in connection with the transactions contemplated by this Agreement; and (iv) the occurrence of any event, development or circumstance which has had or would be reasonably likely to result in a Company or Holding Material Adverse Effectsatisfied; provided, however, that the delivery of any notice pursuant to this Section 8.4(b6.02(b) shall not limit or otherwise affect the rights or remedies available hereunder to Parent; provided further that this Section 6.02 shall not constitute a covenant or agreement for the party giving purpose of Section 8.01(e)(v) or receiving such noticeclause (e)of Annex A hereto.