Common use of Access; Documents; Supplemental Information Clause in Contracts

Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing, the Company shall afford, shall cause its Subsidiaries to afford and, with respect to clause (ii) below, shall use its reasonable best efforts to cause the independent certified public accountants for the Company to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of Acquisition and Lucent, upon reasonable notice, free and full access at all reasonable times to the properties, books and records including tax returns filed and those in the process of being prepared by the Company or any of its Subsidiaries and the right to consult with the officers, employees, accountants, counsel and other representatives of the Company or any of its Subsidiaries in order that Acquisition and Lucent may have full opportunity to make such investigations as they shall reasonably desire to make of the operations, properties, business, financial condition and prospects of the Company and its Subsidiaries, (ii) to the independent certified public accountants of Acquisition and Lucent, free and full access at all reasonable times to the work papers and other records of the accountants relating to the Company and its Subsidiaries, and (iii) to Acquisition and Lucent and their representatives, such additional financial and operating data and other information as to the properties, operations, business, financial condition and prospects of the Company and its Subsidiaries as Acquisition and Lucent shall from time to time reasonably require. (b) From the date of this Agreement through and including the Closing, Acquisition, Lucent and the Company agree to furnish to each other copies of any notices, documents, requests, court papers, or other materials received from any governmental agency or any other third party with respect to the transactions contemplated by this Agreement, except where it is obvious from such notice, document, request, court paper or other material that the other party was already furnished with a copy thereof. (c) Except as required by law, the Company and Lucent shall not, and shall not permit any of their respective Subsidiaries to, voluntarily take any action that would, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement or the Option Agreement that are qualified as to materiality becoming untrue at the Effective Time, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect at the Effective Time, or (iii) any of the conditions to the Merger set forth in Article 6 not being satisfied. (d) The Company shall give prompt notice to Lucent, and Lucent shall give prompt notice to the Company, of (a) the occurrence, or non-occurrence, of any event which would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied; and (ii) any failure of the Company, Lucent or Acquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided that the delivery of any notice pursuant to this Section 5.1(d) shall not limit or otherwise affect the remedies available to the party receiving such notice. (e) The Company shall deliver to Lucent, without charge, a copy of any filing made by the Company with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC. (f) Lucent shall deliver to the Company, without charge, a copy of any filing made by Lucent with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC.

Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing, the Company shall afford, shall cause its Subsidiaries to afford and, with respect to clause (ii) below, shall use its reasonable best efforts to cause the independent certified public accountants for the Company to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of Acquisition and Lucent, upon reasonable advance notice, free and full access at all reasonable times to the properties, books and records including tax returns filed and those in the process of being prepared by the Company or any of its Subsidiaries and the right to consult with the officers, employees, accountants, counsel and other representatives of the Company or any of its Subsidiaries in order that Acquisition and Lucent may have full opportunity to make such investigations as they shall reasonably desire to make of the operations, properties, business, financial condition and prospects of the Company and its Subsidiaries, (ii) to the independent certified public accountants of Acquisition and Lucent, upon reasonable advance notice, free and full access at all reasonable times to the work papers and other records of the accountants relating to the Company and its Subsidiaries, and (iii) to Acquisition and Lucent and their representatives, such additional financial and operating data and other information as to the properties, operations, business, financial condition and prospects of the Company and its Subsidiaries as Acquisition and Lucent shall from time to time reasonably require. (b) From the date of this Agreement through and including the Closing, Acquisition, Lucent and the Company agree to furnish to each other copies of any notices, documents, requests, court papers, or other materials received from any governmental agency or any other third party with respect to the transactions contemplated by this Agreement, except where it is obvious from such notice, document, request, court paper or other material that the other party was already furnished with a copy thereof. (c) Except as required by law, the Company and Lucent shall not, and shall not permit any of their respective Subsidiaries to, voluntarily take any action that would, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement or the Option Agreement that are qualified as to materiality becoming untrue at the Effective Time, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect at the Effective Time, or (iii) any of the conditions to the Merger set forth in Article 6 7 not being satisfied. (d) The Company shall give prompt notice to Lucent, and Lucent shall give prompt notice to the Company, of (a) the occurrence, or non-occurrence, of any event which would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied; and (iib) any failure of the Company, Lucent or Acquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided that the delivery of any notice pursuant to this Section 5.1(d6.1(d) shall not limit or otherwise affect the remedies available to the party receiving such notice. (e) The Company shall deliver to Lucent, without charge, a copy notify Lucent of any filing made by the Company with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SECfiling. (f) Lucent shall deliver to the Company, without charge, a copy of any filing made by Lucent with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC.

Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing, the Company shall afford, shall cause its Subsidiaries to afford and, with respect to clause (ii) below, shall use its commercially reasonable best efforts to cause the independent certified public accountants for the Company to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of Acquisition Parent and LucentMerger Sub, upon reasonable notice, free and full access at all reasonable times to the properties, books and records including tax returns Tax Returns filed and those in the process preparation of being prepared by the Company or any of its Subsidiaries and the right to consult with the officers, employees, accountants, counsel and other representatives of the Company or any of its Subsidiaries in order that Acquisition Parent and Lucent Merger Sub may have full opportunity to make such investigations as they it shall reasonably desire to make deem necessary of the operations, properties, business, financial condition and prospects of the Company and its SubsidiariesCompany, (ii) to the independent certified public accountants of Acquisition Parent and LucentMerger Sub, free and full access at all reasonable times to the work papers and other records of the accountants relating to the Company and its SubsidiariesCompany, and (iii) to Acquisition Parent and Lucent Merger Sub and their respective representatives, such additional financial and operating data and other information as to the properties, operations, business, financial condition and prospects of the Company as Parent and its Subsidiaries as Acquisition and Lucent Merger Sub shall from time to time reasonably require. ; provided that all requests for information, to visit offices or properties or to interview the Company’s officers, employees, accountants, counsel or other representatives shall be directed to and coordinated with the Company’s CEO, or such person or persons as the Company shall designate; provided further that any information and documents received by Parent or its representatives (bwhether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality and Non-Disclosure Agreement, dated July 24, 2001, as amended, between the Company and Parent (the “Confidentiality Agreement”), which shall remain in full force and effect pursuant to the terms thereof as though the Confidentiality Agreement had been entered into by the parties on the date of this Agreement, notwithstanding the execution and delivery of this Agreement or the termination hereof. From the date of this Agreement through and including the Closing, Acquisition, Lucent and the Company agree to will furnish to each other Parent copies of any notices, documents, requests, court papers, or other materials received from any governmental agency or any other third party with respect to the transactions contemplated by this Agreement, except where it is obvious from such notice, document, request, court paper or other material that the other party was already furnished with a copy thereof. (c) Except as required by law, the Company and Lucent shall not, and shall not permit any of their respective Subsidiaries to, voluntarily take any action that would, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement or the Option Agreement that are qualified as to materiality becoming untrue at the Effective Time, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect at the Effective Time, or (iii) any of the conditions to the Merger set forth in Article 6 not being satisfied. (d) The Company shall give prompt notice to Lucent, and Lucent shall give prompt notice to the Company, of (a) the occurrence, or non-occurrence, of any event which would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied; and (ii) any failure of the Company, Lucent or Acquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided that the delivery of any notice pursuant to this Section 5.1(d) shall not limit or otherwise affect the remedies available to the party receiving such notice. (e) The Company shall deliver to Lucent, without charge, a copy of any filing made by the Company with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC. (f) Lucent shall deliver to the Company, without charge, a copy of any filing made by Lucent with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC.

Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing, the Company SeraNova shall afford, shall cause its Subsidiaries to afford and, with respect to clause (ii) below, shall use its reasonable best efforts to cause the independent certified public accountants for the Company SeraNova to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of Acquisition and LucentSilverline, upon reasonable notice, free and full access at all reasonable times to the properties, books and records including tax returns filed and those in the process preparation of being prepared by the Company or any of its Subsidiaries SeraNova, and the right to consult with the officers, employees, accountants, counsel and other representatives of the Company or any of its Subsidiaries SeraNova in order that Acquisition and Lucent Silverline may have full opportunity to make such investigations as they shall reasonably desire to make of the operations, properties, business, financial condition and prospects of the Company SeraNova and its Subsidiaries, (iii) to the independent certified public accountants of Acquisition and LucentSilverline, free and full access at all reasonable times to the work papers and other records of the accountants relating to the Company and its SubsidiariesSeraNova, and (iiiii) to Acquisition and Lucent Silverline and their representatives, such additional financial and operating data and other information as to the properties, operations, business, financial condition and prospects of the Company and its Subsidiaries SeraNova as Acquisition and Lucent Silverline shall from time to time reasonably require. (b) From the date of this Agreement through and including the Closing, Acquisition, Lucent Silverline and the Company SeraNova agree to furnish to each other copies of any notices, documents, requests, court papers, or other materials received from any governmental agency agency, or any other third party with respect to the transactions contemplated by this Agreement, except where it is obvious from such notice, document, request, court paper or other material that the other party was already furnished with a copy thereof. (c) Except as required by lawSeraNova shall deliver to Silverline, without charge, the Company and Lucent shall notfollowing financial information (collectively, and shall not permit any of their respective Subsidiaries to, voluntarily take any action that would, or that could reasonably be expected to, result in the "SUPPLEMENTAL FINANCIAL INFORMATION"): (i) any of as soon as is reasonably possible after each fiscal quarter ending after the representations date hereof and warranties of such party set forth in this Agreement or the Option Agreement that are qualified as prior to materiality becoming untrue at the Effective Time, the unaudited balance sheet of SeraNova as of the end of such quarter and the unaudited statements of income, stockholders' equity and cash flows of SeraNova for such quarter and for the portion of the fiscal year then completed, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect at the Effective Time, or (iii) any of the conditions to the Merger set forth in Article 6 not being satisfied. (d) The Company shall give prompt notice to Lucent, and Lucent shall give prompt notice to the Company, of (a) the occurrence, or non-occurrence, of any event which would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied; and (ii) any failure of the Company, Lucent or Acquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided that the delivery of any notice pursuant to this Section 5.1(d) shall not limit or otherwise affect the remedies available to the party receiving such notice. (e) The Company shall deliver to Lucent, without charge, a copy of any filing made by the Company with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC. (f) Lucent shall deliver to the Company, without charge, a copy of any filing made by Lucent with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC.soon as is reasonably possible

Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing, the Company shall afford, shall cause its Subsidiaries to afford and, with respect to clause (ii) below, shall use its reasonable best efforts to cause the independent certified public accountants for the Company to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of Acquisition and Lucent, upon reasonable notice, free and full reasonable access at all reasonable times during normal business hours to the properties, books and records including tax returns filed and those in the process of being prepared by the Company or any of its Subsidiaries and the right to consult with the officers, employees, accountants, counsel and other representatives of the Company or any of its Subsidiaries in order that Acquisition and Lucent may have full opportunity to make such investigations as they shall reasonably desire to make of the operations, properties, business, financial condition and prospects of the Company and its Subsidiaries, (ii) to the independent certified public accountants of Acquisition and Lucent, free and full reasonable access at all reasonable times during normal business hours to the work papers and other records of the accountants relating to the Company and its Subsidiaries, and (iii) to Acquisition and Lucent and their representatives, such additional financial and operating data and other information as to the properties, operations, business, financial condition and prospects of the Company and its Subsidiaries as Acquisition and Lucent shall from time to time reasonably require. (b) From the date of this Agreement through and including the Closing, Acquisition, Lucent and the Company agree to furnish to each other copies of any notices, documents, requests, court papers, or other materials received from any governmental agency or any other third party with respect to the transactions contemplated by this Agreement, except where it is obvious from such notice, document, request, court paper or other material that the other party was already furnished with a copy thereof. (c) Except as required by law, the Company and Lucent shall not, and shall not permit any of their respective Subsidiaries to, voluntarily take any action that would, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement or the Option Agreement that are qualified as to materiality becoming untrue at the Effective Time, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect at the Effective Time, or (iii) any of the conditions to the Merger set forth in Article Section 6 not being satisfied. (d) The Company shall give prompt notice to Lucent, and Lucent shall give prompt notice to the Company, of (ai) the occurrence, or non-occurrence, of any event which would be likely to cause (iA) any representation or warranty contained in this Agreement or the Option Agreement to be untrue or inaccurate in any material respect or (iiB) any covenant, condition or agreement contained in this Agreement or the Option Agreement not to be complied with or satisfied; and (ii) any failure of the Company, Lucent or Acquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided that the delivery of any notice pursuant to this Section 5.1(d) shall not limit or otherwise affect the remedies available to the party receiving such notice. (e) The Company shall deliver to Lucent, without charge, a copy of any filing made by the Company with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC. (f) Lucent shall deliver to the Company, without charge, a copy of any filing made by Lucent with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC.

Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing, and subject to the limitations of applicable Laws, each of CIENA and the Company shall afford, shall cause its Subsidiaries to afford and, with respect to clause (ii) below, shall use its reasonable best efforts to cause the its independent certified public accountants for the Company to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of Acquisition and Lucentthe other party, upon reasonable notice, free and full access at all reasonable times to the properties, books and records records, including its and its Subsidiaries’ tax returns filed and those in the process of being prepared by the Company or any of its Subsidiaries preparation and the right to consult with the its and its Subsidiaries’ officers, employees, accountants, counsel and other representatives of the Company or any of its Subsidiaries in order that Acquisition and Lucent the other party may have full opportunity to make such investigations as they it shall reasonably desire to make deem necessary of the its and its Subsidiaries’ operations, properties, business, financial condition and prospects of the Company and its Subsidiariesprospects, (ii) to the its independent certified public accountants of Acquisition and Lucentaccountants, free and full access at all reasonable times to the work papers and other records of the accountants relating to the Company and its Subsidiariesindependent accountants, and (iii) to Acquisition and Lucent and their representativesthe other party, such additional financial and operating data and other information as to the its and its Subsidiaries’ properties, operations, business, financial condition and prospects of as the Company and its Subsidiaries as Acquisition and Lucent other party shall from time to time reasonably require; provided that any information and documents received by the other party or its representatives (whether furnished before or after the date of this Agreement) shall be held in confidence in accordance with the confidentiality agreement by and between CIENA and the Company dated January 29, 2002 (the “Confidentiality Agreement”), which, except for Section 2(a), shall remain in full force and effect pursuant to the terms thereof as though the Confidentiality Agreement had been entered into by the parties on the date of this Agreement, notwithstanding the execution and delivery of this Agreement or the termination hereof; provided, that following a termination of this Agreement under Sections 7.3(b) or 7.4(b) due to an uncured breach of a covenant or agreement, the party terminating the Agreement will not be bound by Section 7 of the Confidentiality Agreement. Further, following termination of this Agreement for any reason, the terms of Section 7 of the Confidentiality Agreement will be deemed to apply to all employees of CIENA and the Company, respectively. (b) From the date of this Agreement through and including the Closing, Acquisition, Lucent and the Company agree to each party will furnish to each the other party copies of any notices, documents, requests, court papers, or other materials received from any governmental agency or any other third party with respect to the transactions contemplated by this AgreementAgreement unless, except where it is obvious from in the opinion of counsel to a party, such notice, document, request, court paper furnishing of documents would be inappropriate due to privilege or other material that the other party was already furnished with a copy thereoflegal issues. (c) Except as required by law, the Company and Lucent shall not, and shall not permit any of their respective Subsidiaries to, voluntarily take any action that would, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement or the Option Agreement that are qualified as to materiality becoming untrue at the Effective Time, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect at the Effective Time, or (iii) any of the conditions to the Merger set forth in Article 6 not being satisfied. (d) The Company shall give prompt notice to Lucent, and Lucent shall give prompt notice to the Company, of (a) the occurrence, or non-occurrence, of any event which would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied; and (ii) any failure of the Company, Lucent or Acquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided that the delivery of any notice pursuant to this Section 5.1(d) shall not limit or otherwise affect the remedies available to the party receiving such notice. (e) The Company shall deliver to Lucent, without charge, a copy of any filing made by the Company with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC. (f) Lucent shall deliver to the Company, without charge, a copy of any filing made by Lucent with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC.

Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing, the Company shall afford, shall cause its Subsidiaries to afford and, with respect to clause (ii) below, shall use its reasonable best efforts to cause the independent certified public accountants for the Company to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of Acquisition and Lucent, upon reasonable notice, notice free and full access at all reasonable times to the properties, books and records including tax returns filed and those in the process preparation of being prepared by the Company or any of its Subsidiaries and the right to consult with the officers, employees, accountants, counsel and other representatives of the Company or any of its Subsidiaries in order that Acquisition and Lucent may have full opportunity to make such investigations as they shall reasonably desire to make of the operations, properties, business, financial condition and prospects of the Company and its SubsidiariesCompany, (ii) to the -29- 35 independent certified public accountants of Acquisition and Lucent, free and full access at all reasonable times to the work papers and other records of the accountants relating to the Company and its SubsidiariesCompany, and (iii) to Acquisition and Lucent and their its representatives, such additional financial and operating data and other information as to the properties, operations, business, financial condition and prospects of the Company and its Subsidiaries as Acquisition and Lucent shall from time to time reasonably requirerequest. (b) From the date of this Agreement through and including the Closing, Acquisition, Lucent and the Company agree to furnish to each other copies of any notices, documents, requests, court papers, or other materials received from any governmental agency or any other third party with respect to the transactions contemplated by this Agreement, except where it is obvious from such notice, document, request, court paper or other material that the other party was already furnished with a copy thereof. (c) Except as required by law, the Company and Lucent shall not, and shall not permit any of their respective Subsidiaries to, voluntarily take any action that would, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement or the Option Agreement that are qualified as to materiality becoming untrue at the Effective Time, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect at the Effective Time, or (iii) any of the conditions to the Merger set forth in Article 6 not being satisfied. (d) The Company shall give prompt notice to Lucent, and Lucent shall give prompt notice to the Company, of (a) the occurrence, or non-occurrence, of any event which would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied; and (ii) any failure of the Company, Lucent or Acquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided that the delivery of any notice pursuant to this Section 5.1(d) shall not limit or otherwise affect the remedies available to the party receiving such notice. (e) The Company shall deliver to Lucent, without charge, a copy of any filing made by the Company with following financial information (the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business "Supplemental Financial Information"): (i) within 45 days after each fiscal quarter ending after the date hereof until the Closing, the unaudited balance sheet of the Company as of the end of such filing with quarter and the SEC. unaudited consolidated and consolidating statements of operations, cash flow and stockholders' equity of the Company for such quarter and for the portion of the fiscal year then completed, (fii) Lucent shall deliver to the Company, without charge, a copy of any filing made by Lucent with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business within 90 days after each fiscal year ending after the date hereof until the Closing, the audited balance sheet of the Company as of the end of such year and the audited consolidated statements of operations and stockholders' equity of the Company for such year, in each case prepared in accordance with GAAP audited and with a report thereon by Ernst & Young LLP and (iii) promptly upon the reasonable request by Lucent, such additional financial information as may be required in connection with any filing with by Lucent pursuant to the SECrequirements of federal or state securities laws. Such Supplemental Financial Information shall present fairly, in all material respects, the consolidated financial position of the Company for the period covered, subject in the case of unaudited financials to normal year-end adjustments.

Access; Documents; Supplemental Information. (a) From and ------------------------------------------- after the date hereof until the Closing, the Company shall afford, shall cause its Subsidiaries to afford and, with respect to clause (ii) below, shall use its reasonable best efforts to cause the independent certified public accountants for the Company to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of Acquisition and Lucent, upon reasonable notice, free and full reasonable access at all reasonable times during normal business hours to the properties, books and records including tax returns filed and those in the process of being prepared by the Company or any of its Subsidiaries and the right to consult with the officers, employees, accountants, counsel and other representatives of the Company or any of its Subsidiaries in order that Acquisition and Lucent may have full opportunity to make such investigations as they shall reasonably desire to make of the operations, properties, business, financial condition and prospects of the Company and its Subsidiaries, (ii) to the independent certified public accountants of Acquisition and Lucent, free and full reasonable access at all reasonable times during normal business hours to the work papers and other records of the accountants relating to the Company and its Subsidiaries, and (iii) to Acquisition and Lucent and their representatives, such additional financial and operating data and other information as to the properties, operations, business, financial condition and prospects of the Company and its Subsidiaries as Acquisition and Lucent shall from time to time reasonably require. (b) From the date of this Agreement through and including the Closing, Acquisition, Lucent and the Company agree to furnish to each other copies of any notices, documents, requests, court papers, or other materials received from any governmental agency or any other third party with respect to the transactions contemplated by this Agreement, except where it is obvious from such notice, document, request, court paper or other material that the other party was already furnished with a copy thereof. (c) Except as required by law, the Company and Lucent shall not, and shall not permit any of their respective Subsidiaries to, voluntarily take any action that would, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement or the Option Agreement that are qualified as to materiality becoming untrue at the Effective Time, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect at the Effective Time, or (iii) any of the conditions to the Merger set forth in Article Section 6 not being satisfied. (d) The Company shall give prompt notice to Lucent, and Lucent shall give prompt notice to the Company, of (ai) the occurrence, or non-occurrence, of any event which would be likely to cause (iA) any representation or warranty contained in this Agreement or the Option Agreement to be untrue or inaccurate in any material respect or (iiB) any covenant, condition or agreement contained in this Agreement or the Option Agreement not to be complied with or satisfied; and (ii) any failure of the Company, Lucent or Acquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided that the delivery of any -------- notice pursuant to this Section 5.1(d) shall not limit or otherwise affect the remedies available to the party receiving such notice. (e) The Company shall deliver to Lucent, without charge, a copy of any filing made by the Company with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC. (f) Lucent shall deliver to the Company, without charge, a copy of any filing made by Lucent with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC.

Access; Documents; Supplemental Information. (a) From and after the date hereof until the Closing, the Company shall afford, shall cause its Subsidiaries CN Ltd. to afford and, with respect to clause (ii) below, shall use its reasonable best efforts to cause the independent certified public accountants for the Company to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of Acquisition and Lucent, upon reasonable notice, notice free and full access at all reasonable times to the properties, books and records records, including tax returns filed and those in the process of being prepared by the Company or any of its Subsidiaries and CN Ltd., and the right to consult with the officers, employees, accountants, counsel and other representatives of the Company or any of its Subsidiaries and CN Ltd. in order that Acquisition and Lucent may have full opportunity to make such investigations as they shall reasonably desire to make of the operations, properties, business, financial condition and prospects of the Company and its SubsidiariesCN Ltd., (ii) to the independent certified public accountants of Acquisition and Lucent, free and full access at all reasonable times to the work papers and other records of the accountants relating to the Company and its SubsidiariesCN Ltd., and (iii) to Acquisition and Lucent and their representatives, such additional financial and operating data and other information as to the properties, operations, business, financial condition and prospects of the Company and its Subsidiaries CN Ltd. as Acquisition and Lucent shall from time to time reasonably require. (b) From the date of this Agreement through and including the Closing, Acquisition, Lucent and the Company agree to furnish to each other copies of any notices, documents, requests, court papers, or other materials received from any governmental agency or any other third party with respect to the transactions contemplated by this Agreement, except where it is obvious from such notice, document, request, court paper or other material that the other party was already furnished with a copy thereof. (c) Except as required by law, the Company and Lucent shall not, and shall not permit any of their respective Subsidiaries to, voluntarily take any action that would, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement or the Option Agreement that are qualified as to materiality becoming untrue at the Effective Time, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect at the Effective Time, or (iii) any of the conditions to the Merger set forth in Article 6 not being satisfied. (d) The Company shall give prompt notice to Lucent, and Lucent shall give prompt notice to the Company, of (a) the occurrence, or non-occurrence, of any event which would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied; and (ii) any failure of the Company, Lucent or Acquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided that the delivery of any notice pursuant to this Section 5.1(d) shall not limit or otherwise affect the remedies available to the party receiving such notice. (e) The Company shall deliver to Lucent, without charge, a copy of any filing made by the Company with following financial information (the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business "Supplemental Financial Information"): (i) within 45 days after each fiscal quarter ending after the date of such filing with hereof and prior to the SEC.Effective Time, the unaudited consolidated (fd) Lucent shall deliver to the Company, without charge, charge a copy of any filing made by Lucent with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K, 10-K or 10-Kamendments thereto, not later than five business days after the date of such filing with the SEC.

Access; Documents; Supplemental Information. (a) From and after the date hereof until through the Closing, the Company Parents shall afford, shall cause each TransPoint Entity to afford and, with respect to clause (ii) below, shall use their reasonable best efforts to cause the independent certified public accountants for the TransPoint Entities to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of CheckFree, upon reasonable notice, reasonable access during regular business hours to (A) the properties, books and records, including Tax Returns filed and those in preparation, of the TransPoint Entities, and (B) the officers, employees, accountants, counsel and other representatives of the TransPoint Entities and of the Parents to the extent involved with the TransPoint Business, in order that CheckFree may have full opportunity to make such investigations as it shall reasonably desire to make of the operations, properties, business, financial condition and prospects of the TransPoint Business, (ii) to the independent certified public accountants of CheckFree, upon reasonable notice, reasonable access during regular business hours to the work papers and other records of the accountants relating to the TransPoint Business, and (iii) to CheckFree and its representatives, such additional financial and operating data and other information as to the properties, operations, business and financial condition of the TransPoint Entities as CheckFree shall from time to time reasonably require. Unless otherwise required by law, CheckFree will treat any such information which is nonpublic as confidential in accordance with the terms of the Non-Disclosure Agreement, dated as of November 2, 1999 (the "Non-Disclosure Agreement"), among CheckFree, Microsoft and MSFDC. (b) From the date hereof through the Closing, CheckFree shall afford, shall cause each of its Subsidiaries to afford and, with respect to clause (ii) below, shall use its reasonable best efforts to cause the independent certified public accountants for the Company CheckFree and its Subsidiaries to afford, (i) to the officers, independent certified public accountants, counsel and other representatives of Acquisition and Lucentthe Parents, upon reasonable notice, free and full reasonable access at all reasonable times during regular business hours to (A) the properties, books and records records, including tax returns Tax Returns filed and those in the process preparation, of being prepared by the Company or any of CheckFree and its Subsidiaries Subsidiaries, and the right to consult with (B) the officers, employees, accountants, counsel and other representatives of the Company or any of CheckFree and its Subsidiaries Subsidiaries, in order that Acquisition and Lucent the Parents may have full opportunity to make such investigations as they it shall reasonably desire to make of the operations, properties, business, financial condition and prospects of the Company CheckFree and its Subsidiaries, (ii) to the independent certified public accountants of Acquisition and Lucentthe Parents, free and full upon reasonable notice, reasonable access at all reasonable times during regular business hours to the work papers and other records of the accountants relating to the Company CheckFree and its Subsidiaries, and (iii) to Acquisition and Lucent the Parents and their representatives, such additional financial and operating data and other information as to the properties, operations, business, business and financial condition and prospects of the Company CheckFree and its Subsidiaries as Acquisition and Lucent the Parents shall from time to time reasonably require. Unless otherwise required by law, the Parents will treat any such information which is nonpublic as confidential in accordance with the terms of the Non-Disclosure Agreement. (bc) From the date of this Agreement hereof through and including the Closing, Acquisition, Lucent CheckFree and the Company Parents agree to furnish promptly to each other copies of any notices, documents, requests, court papers, or other materials received from any governmental agency Governmental Entity or any other third party with respect to the transactions contemplated by this Agreement, except where it is obvious from such notice, document, request, court paper or other material that the other party was already furnished with a copy thereof. (cd) Except as required by lawThe Parents shall deliver to CheckFree without charge, the Company and Lucent shall not, and shall not permit any of their respective Subsidiaries to, voluntarily take any action that would, or that could reasonably be expected to, result in following financial information (the "Supplemental Financial Information"): (i) any of within 45 days after each fiscal quarter ending after the representations date hereof and warranties of such party set forth in this Agreement or the Option Agreement that are qualified as prior to materiality becoming untrue at the Effective Time, the unaudited balance sheet of the TransPoint Business as of the end of such quarter and the unaudited statements of operations, stockholders' equity and cash flows of the TransPoint Business for such quarter and for the portion of the fiscal year then completed, (ii) any of such representations within 90 days after each fiscal year ending after the date hereof and warranties that are not so qualified becoming untrue in any material respect at prior to the Effective Time, or the audited balance sheet of the TransPoint Business as of the end of such year and the audited statements of operations, stockholders' equity and cash flows of the TransPoint Business for such year, in each case prepared in accordance with GAAP and certified by Deloitte & Touche LLP, and (iii) promptly upon the reasonable request by CheckFree, such additional financial information as may be required in connection with any filing by CheckFree pursuant to the requirements of federal or state securities laws. Such Supplemental Financial Information shall present fairly, in all material respects, the financial position of the conditions to TransPoint Entities for the Merger set forth period covered, subject, in Article 6 not being satisfied. (d) The Company shall give prompt notice to Lucent, and Lucent shall give prompt notice to the Company, of (a) the occurrence, or non-occurrence, of any event which would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied; and (ii) any failure of the Company, Lucent or Acquisition, as the case may beof unaudited financials, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided that normal year-end adjustments and the delivery omission of any notice pursuant to this Section 5.1(d) shall not limit or otherwise affect the remedies available to the party receiving such noticefootnotes. (e) The Company shall deliver to Lucent, without charge, a copy of any filing made by the Company with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC. (f) Lucent shall deliver to the Company, without charge, a copy of any filing made by Lucent with the SEC under the Exchange Act, including, without limitation, any Form 10-Q, 8-K or 10-K, not later than five business days after the date of such filing with the SEC.