Common use of Certain Filings; Cooperation in Receipt of Consents Clause in Contracts

Certain Filings; Cooperation in Receipt of Consents. (a) Promptly after the date hereof, IP and UCC shall prepare and IP shall file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included as IP's prospectus. Each of UCC and IP shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of UCC and IP shall mail the Proxy Statement/Prospectus to their respective shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. IP shall also take any action required to be taken under any applicable state securities or blue sky laws in connection with the issuance of IP Common Shares in the Merger. (b) No amendment or supplement to the Proxy Statement/Prospectus will be made by UCC or IP without the approval of the other party, which will not be unreasonably withheld or delayed. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the IP Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, UCC or IP discovers any information relating to either party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the shareholders of UCC and IP. (c) UCC and IP shall cooperate with one another in (i) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated hereby, (ii) seeking any such other actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking promptly to obtain any such actions, consents, approvals or waivers and (iii) setting a mutually acceptable date for the UCC Shareholder Meeting and the IP Shareholder Meeting, so as to enable them to occur, to the extent practicable, on the same date. Each party shall permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, in each case in connection with the transactions contemplated hereby.

Certain Filings; Cooperation in Receipt of Consents. (a) Promptly after the date hereof, IP Acquiror and UCC the Company shall prepare and IP Acquiror shall file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included as IPAcquiror's prospectus. Each of UCC the Company and IP Acquiror shall use all reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such the filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of UCC the Company and IP Acquiror shall mail the Proxy Statement/Prospectus to their respective shareholders Stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. IP Acquiror shall also take any action required to be taken under any applicable state securities or blue sky laws in connection with the issuance of IP Common Acquiror Shares in the Merger. (b) No amendment or supplement to the Proxy Statement/Prospectus will be made by UCC the Company or IP Acquiror without the approval of the other party, which approval will not be unreasonably withheld or delayed. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the IP Common Acquiror Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, UCC the Company or IP Acquiror discovers any information relating to either party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, so that such the document would will not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such any misleading information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such the information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the shareholders Stockholders of UCC the Company and IPAcquiror. (c) UCC The Company and IP Acquiror shall cooperate with one another in (i) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated herebyMerger, (ii) seeking any such other actions, consents, approvals or waivers waivers, taking any actions, or making any such filings, furnishing information required in connection therewith and seeking promptly to obtain any such actions, consents, approvals or waivers and (iii) setting a mutually acceptable date date, as close to the anticipated Closing Date as is reasonably practicable, for the UCC Shareholder Company Stockholder Meeting and the IP Shareholder Acquiror Stockholder Meeting, if any, so as to enable them to occur, to the extent practicable, on the same date. Each party shall permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such the meetings and conferences, in each case in connection with the transactions contemplated hereby.

Certain Filings; Cooperation in Receipt of Consents. (a) Promptly As promptly as practicable after the date hereof, IP Parent and UCC the Company shall prepare and IP Parent shall file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included as IP's prospectusincluded. Each of UCC the Company and IP Parent shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of UCC and IP The Company shall mail the Proxy Statement/Prospectus to their respective shareholders its stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. IP Parent shall also take any action required to be taken under any applicable state securities or blue sky laws in connection with the issuance of IP Parent Common Shares in the Merger. . 44 50 (b) No amendment or supplement to the Proxy Statement/Prospectus will be made by UCC the Company or IP Parent without the approval of the other party, which will not be unreasonably withheld or delayed. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the IP Parent Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, UCC Time the Company or IP Parent discovers any information relating to either party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the shareholders of UCC and IP. (c) UCC and IP shall cooperate with one another in (i) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation stockholders of the transactions contemplated hereby, (ii) seeking any such other actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith Company and seeking promptly to obtain any such actions, consents, approvals or waivers and (iii) setting a mutually acceptable date for the UCC Shareholder Meeting and the IP Shareholder Meeting, so as to enable them to occur, to the extent practicable, on the same date. Each party shall permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, in each case in connection with the transactions contemplated herebyParent.

Certain Filings; Cooperation in Receipt of Consents. (a) Promptly after the date hereof, IP and UCC Target shall prepare in cooperation with Buyer and, after review and IP approval (which shall not be unreasonably withheld or delayed) by Buyer, shall file with the SEC as contemplated by the Registration Statement, in which Exchange Act the Proxy Statement/Prospectus will be included as IP's prospectus. Each of UCC and IP shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of UCC and IP Target shall mail the Proxy Statement/Prospectus Statement to their respective shareholders its stockholders as promptly as reasonably practicable after in compliance with the Registration Statement is declared effective under the Securities Exchange Act and, if necessary, after the Proxy Statement/Prospectus Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. IP shall also take any action required to be taken under any applicable state securities or blue sky laws in connection with the issuance of IP Common Shares in the Merger. (b) No amendment or supplement to the Proxy Statement/Prospectus Statement will be made by UCC or IP Target without the prior approval of the other partyBuyer, which approval will not be unreasonably withheld or delayed. Each party will advise the other party, party promptly after it receives notice thereof, thereof of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the IP Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus Statement or comments of the SEC thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, UCC Target or IP Buyer discovers any information relating to either party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the parties shall jointly prepare an appropriate amendment or supplement describing such information which shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the shareholders stockholders of UCC and IPTarget. (c) UCC Target and IP Buyer shall cooperate with one another in (i) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated hereby, hereby and (ii) seeking any such other actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking promptly to obtain any such actions, consents, approvals or waivers waivers. Without limiting the generality of the foregoing, each of Buyer and (iii) setting a mutually acceptable date for Target shall file any Notification and Report Forms and related material that it may be required to file in connection with the UCC Shareholder Meeting transactions contemplated by this Agreement with the Federal Trade Commission and the IP Shareholder MeetingAntitrust Division of the United States Department of Justice under the HSR Act, so as shall each use its diligent efforts to enable them to occurobtain an early termination of the applicable waiting period, to the extent practicableand shall each make any further filings pursuant thereto that may be necessary, on the same dateproper or advisable. Each party shall permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, in each case in connection with the transactions contemplated hereby.

Certain Filings; Cooperation in Receipt of Consents. Listing. ------- (a) Promptly after the date hereof, IP and UCC shall prepare and IP shall Cerner agrees to use its reasonable best efforts to file with the SEC on or before September 27, 2001, but in not event later than October 17, 2001 (unless consented to by the parties hereto, which consent will not be unreasonably withheld) the Registration Statement, in which the Proxy Statement/Prospectus will be included as IPCerner's prospectus. Each of UCC prospectus and IP shall use all its reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the MergerMerger and the transactions contemplated thereby. Each of UCC and IP DHT shall mail the Proxy Statement/Prospectus to their respective its shareholders as promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. IP On or before the effectiveness of the Registration Statement, DHT shall also file the Proxy/Prospectus with the SEC. Cerner and DHT shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities or blue sky laws in connection with the issuance of IP shares of Cerner Common Shares Stock in the Merger. (b) No amendment or supplement to the Proxy Statement/Prospectus will be made by UCC DHT or IP Cerner without the approval of the other party, which will not be unreasonably withheld or delayed. Each party will advise the other party, promptly after it receives notice thereof, of (i) the time when the Registration Statement has become effective or any supplement or amendment has been filed, (ii) the issuance of any stop order, (iii) the suspension of the qualification of the IP shares of Cerner Common Shares Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or (iv) any request by the SEC for amendment of the Registration Statement or Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, in each case, whether orally or in writing. If at any time prior to the Effective Time, UCC DHT or IP Cerner discovers any information relating to either party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with respect thereto, and with respect to the Registration Statement, as the case may be, with the SEC and, to the extent required by law or regulation, disseminated to the shareholders of UCC and IPDHT. (c) UCC DHT and IP Cerner shall cooperate with one another in (i) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated hereby, (ii) seeking any such other actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking promptly to obtain any such actions, consents, approvals or waivers and waivers, (iii) setting a mutually acceptable date for the UCC Shareholder DHT Shareholders Meeting, and (iv) taking all lawful action to call, give notice of, convene and hold the DHT Shareholders Meeting for the purpose of obtaining the requisite votes to approve and adopt this Agreement, the Merger and the IP Shareholder Meetingother matters contemplated by this Agreement. The Board of Directors of DHT shall, so as subject to enable them its fiduciary duties under applicable law, declare the advisability of and recommend adoption and approval of this Agreement, the Merger and the other matters contemplated by this Agreement by the shareholders of DHT, and shall not, subject to occurits fiduciary duties under applicable law, subject to the payment of a termination fee if and to the extent practicablerequired by Section 9.3(a), on withdraw, modify or materially qualify in any manner adverse to Cerner such recommendation or take any action or make any statement in connection with the same date. DHT Shareholder Meeting materially inconsistent with such recommendation (any such withdrawal, modification, qualification or statement (whether or not required), an "Adverse Change in the DHT Recommendation"). (d) Each party shall permit afford the other party reasonable opportunities to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, in each case in connection with the transactions contemplated hereby. (e) Cerner agrees to use its reasonable best efforts to cause the shares of Cerner Common Stock to be issued to DHT Shareholders upon conversion of shares of Common Stock in accordance with this Agreement, the Articles of Merger and the Certificate of Merger to be approved for listing upon issuance on the Nasdaq National Market. (f) Upon the terms and subject to the conditions of this Agreement, Cerner shall cause the Certificate of Merger to be executed and filed with the Secretary of State of the State of Delaware and DHT will execute and file the Articles of Merger with the Secretary of State of the State of Florida.

Certain Filings; Cooperation in Receipt of Consents. (a) Promptly As promptly as practicable after the date hereof, IP and UCC the Company shall prepare and IP shall file with the SEC the Registration a preliminary Proxy Statement, in which . The Company shall give Parent a reasonable opportunity to review and comment on the Proxy Statement/Prospectus will be included as IP's prospectus, and any revision, amendment or supplement thereto, prior to filing or transmission of such material to the SEC, and shall not so file or transmit any such material to which Parent reasonably objects. Each of UCC and IP The Company shall use all its reasonable best efforts to have respond to any comments of the Registration SEC or its staff and to cause the Proxy Statement declared effective under to be mailed to the Securities Act shareholders of the Company as promptly as practicable after such filing and to keep (taking into account the Registration Statement effective as long as is necessary to consummate the Merger. Each requirements of UCC and IP shall mail the Proxy Statement/Prospectus to their respective shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act all applicable Laws) and, if necessary, after the Proxy Statement/Prospectus Statement shall have been so mailed, to promptly circulate amended, supplemental or supplemented proxy material, material and, if required in connection therewith, resolicit proxies. IP shall also take any action required to be taken under any applicable state securities or blue sky laws in connection with the issuance of IP Common Shares in the Merger. (b) No amendment or supplement to the Proxy Statement/Prospectus will be made by UCC or IP without the approval of the other party, which will not be unreasonably withheld or delayed. Each party The Company will advise the other partyParent, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the IP Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for revision or amendment of the Proxy Statement/Prospectus Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall provide Parent with an opportunity to review and comment on any responses to such comments or requests prior to filing with, or transmission of such material to, the SEC, and shall not so file or transmit any such material to which Parent reasonably objects. If at any time prior to the Effective Time, UCC or IP discovers Time any information relating to either party, or any of their respective Affiliates, officers or directors, directors should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify Parent or the other parties hereto Company, as the case may be, and the Company shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law Law, disseminate such amendment or regulationsupplement to Shareholders of the Company. The Company shall not mail to its shareholders any Proxy Statement, disseminated or any amendment or supplement thereto, to the shareholders of UCC and IPwhich Parent reasonably objects. (cb) UCC The Company and IP Parent shall cooperate with one another in (i) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsMaterial Contracts, in connection with the consummation of the transactions contemplated hereby, hereby and (ii) seeking any such other actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking promptly to obtain any such actions, consents, approvals or waivers and (iii) setting a mutually acceptable date for the UCC Shareholder Meeting and the IP Shareholder Meeting, so as to enable them to occur, to the extent practicable, on the same datewaivers. Each party shall permit the other party to review review, in advance of any filing or submission, and comment on any communication given proposed to be filed or submitted by it towith, and shall consult with each other in advance of any hearing, meeting or conference with, any Governmental Entity Entity, A.M. Best, Standard & Poor's, Moody's or other rating agency, or, in connection with any proceeding by a private xx x xxivate party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such hearings, meetings and conferences, in each case in connection with the transactions contemplated hereby.

Certain Filings; Cooperation in Receipt of Consents. (a) Promptly As promptly as practicable after the date hereof, IP Parent and UCC the Company shall prepare and IP Parent shall file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included as IP's prospectusincluded. Each of UCC the Company and IP Parent shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of UCC and IP The Company shall mail the Proxy Statement/Prospectus to their respective shareholders its stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. IP Parent shall also take any action required to be taken under any applicable state securities or blue sky laws in connection with the issuance of IP Parent Common Shares in the Merger. (b) No amendment or supplement to the Proxy Statement/Prospectus will be made by UCC the Company or IP Parent without the approval of the other party, which will not be unreasonably withheld or delayed. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the IP Parent Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, UCC Time the Company or IP Parent discovers any information relating to either party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the shareholders stockholders of UCC the Company and IPParent. (c) UCC The Company and IP Parent shall cooperate with one another in (i) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated hereby, (ii) seeking any such other actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking promptly to obtain any such actions, consents, approvals or waivers and (iii) setting a mutually acceptable date for the UCC Shareholder Meeting and the IP Shareholder Company Stockholder Meeting, so as to enable them to occur, to the extent practicable, on the same date. Each party shall permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, in each case in connection with the transactions contemplated hereby.

Certain Filings; Cooperation in Receipt of Consents. (a) Promptly As promptly as practicable after the date hereof, IP the Company and UCC FNIS shall jointly prepare and IP shall file with the SEC Proxy Statement/Prospectus and the Registration Statement, in which the Proxy Statement/Prospectus will be included as IP's prospectusincluded. Each of UCC the Company and IP FNIS shall use all its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the First Merger. Each of UCC and IP The Company shall mail the Proxy Statement/Prospectus to their respective its shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, material and, if required in connection therewith, resolicit proxies. IP FNIS shall also take any action (except to qualify to do business or to file a general consent to service of process) required to be taken under any applicable state securities or "blue sky sky" laws in connection with the issuance of IP FNIS Common Shares in the First Merger, and the Company shall use its reasonable best efforts to furnish all information concerning its directors, officers, shareholders and business as may be reasonably requested by FNIS in connection with any such action. (b) No filing of, or any amendment or supplement to to, the Proxy Statement/Prospectus will be made by UCC or IP the Company without providing FNIS the approval of the other party, which will not be unreasonably withheld or delayedopportunity to review and comment thereon. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the IP FNIS Common Shares issuable in connection with the First Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, UCC or IP discovers Time any information relating to either party, or any of their respective Affiliates, officers or directorsdirectors should be discovered by the Company or FNIS, that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus, so that either of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the shareholders of UCC the Company and IPFNIS. (c) UCC The Company shall use its reasonable best efforts to cause to be delivered to FNIS two letters from the Company's independent public accountants, one dated the date on which the Registration Statement shall become effective and IP one dated the date of the Effective Time, each addressed to the Company and FNIS, in form and substance reasonably satisfactory to FNIS and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. FNIS shall use its reasonable best efforts to cause to be delivered to the Company two letters from FNIS's independent public accountants, one dated the date on which the Registration Statement shall become effective and one dated the date of the Effective Time, each addressed to the Company and FNIS, in form and substance reasonably satisfactory to the Company and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. (d) The Company and FNIS shall cooperate with one another in (i) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated hereby, hereby and (ii) seeking any such other actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking promptly to obtain any such actions, consents, approvals or waivers and (iii) setting a mutually acceptable date for the UCC Shareholder Meeting and the IP Shareholder Meeting, so as to enable them to occur, to the extent practicable, on the same datewaivers. Each party shall permit the other party to review any communication given by it to, and shall consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, in each case in connection with the transactions contemplated hereby.

Certain Filings; Cooperation in Receipt of Consents. (a) Promptly As promptly as practicable after the date hereof, IP and UCC ANFI shall prepare and IP shall file with the SEC the Proxy Statement/Prospectus and, as soon as practicable following the period of any review thereof by the SEC staff, FNF shall prepare and file the Registration Statement, in which the Proxy Statement/Prospectus will be included as IP's prospectusincluded. Each of UCC ANFI and IP FNF shall use all commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of UCC and IP ANFI shall mail the Proxy Statement/Prospectus to their respective its shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, material and, if required in connection therewith, resolicit proxies. IP FNF shall also take any action (except to qualify to do business or to file a general consent to service of process) required to be taken under any applicable state securities or "blue sky sky" laws in connection with the issuance of IP FNF Common Shares in the Merger, and ANFI shall use commercially reasonable efforts to furnish all information concerning its directors, officers, shareholders and business as may be reasonably requested by FNF in connection with any such action. (b) No filing of, or any amendment or supplement to to, the Proxy Statement/Prospectus will be made by UCC or IP ANFI without providing FNF the approval of the other party, which will not be unreasonably withheld or delayedopportunity to review and comment thereon. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the IP FNF Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the 25 Effective Time, UCC or IP discovers Time any information relating to either party, or any of their respective Affiliates, officers or directorsdirectors should be discovered by ANFI or FNF, that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus, so that either of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the shareholders of UCC and IPANFI. (c) UCC ANFI shall use commercially reasonable efforts to cause to be delivered to FNF two letters from ANFI's independent public accountants, one dated the date on which the Registration Statement shall become effective and IP one dated the date of the Effective Time, each addressed to ANFI and FNF, in form and substance reasonably satisfactory to FNF and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. FNF shall use commercially reasonable efforts to cause to be delivered to ANFI two letters from FNF's independent public accountants, one dated the date on which the Registration Statement shall become effective and one dated the date of the Effective Time, each addressed to ANFI and FNF, in form and substance reasonably satisfactory to ANFI and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. (d) ANFI, Merger Sub and FNF shall cooperate with one another in (i) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated hereby, hereby and (ii) seeking any such other actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking promptly to obtain any such actions, consents, approvals or waivers and (iii) setting a mutually acceptable date for the UCC Shareholder Meeting and the IP Shareholder Meeting, so as to enable them to occur, to the extent practicable, on the same datewaivers. Each party shall permit the other party to review any communication given by it to, and shall consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any legal proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, in each case in connection with the transactions contemplated hereby.

Certain Filings; Cooperation in Receipt of Consents. (a) Promptly As promptly as practicable after the date hereof, IP Fidelity and UCC the Company shall prepare and IP shall file with the SEC the Joint Proxy Statement/Prospectus and, as soon as practicable following the period of any review thereof by the SEC staff, Fidelity shall prepare and file the Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as IP's prospectusincluded. Each of UCC the Company and IP Fidelity shall use all its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of UCC the Company and IP Fidelity shall mail the Joint Proxy Statement/Prospectus to their respective shareholders its stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Joint Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, material and, if required in connection therewith, resolicit proxies. IP Fidelity shall also take any action (except to qualify to do business or to file a general consent to service of process) required to be taken under any applicable state securities or "blue sky sky" laws in connection with the issuance of IP Fidelity Common Shares in the Merger, and the Company shall use its reasonable best efforts to furnish all information concerning its directors, officers, stockholders and business as may be reasonably requested by Fidelity in connection with any such action. (b) No filing of, or any amendment or supplement to to, the Joint Proxy Statement/Prospectus will be made by UCC the Company or IP Fidelity without the approval of providing the other party, which will not be unreasonably withheld or delayedparty the opportunity to review and comment thereon. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the IP Fidelity Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, UCC or IP discovers Time any information relating to either party, or any of their respective Affiliates, officers or directorsdirectors should be discovered by the Company or Fidelity, that should be set forth in an amendment or supplement to the Registration Statement or the Joint Proxy Statement/Prospectus, so that either of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the shareholders stockholders of UCC the Company and IPFidelity. (c) UCC The Company shall use its reasonable best efforts to cause to be delivered to Fidelity two letters from the Company's independent public accountants, one dated the date on which the Registration Statement shall become effective and IP one dated the date of the Effective Time, each addressed to the Company and Fidelity, in form and substance reasonably satisfactory to Fidelity and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. Fidelity shall use its reasonable best efforts to cause to be delivered to the Company two letters from Fidelity's independent public accountants, one dated the date on which the Registration Statement shall become effective and one dated the date of the Effective Time, each addressed to the Company and Fidelity, in form and substance reasonably satisfactory to the Company and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. (d) The Company and Fidelity shall cooperate with one another in (i) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated hereby, hereby and (ii) seeking any such other actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking promptly to obtain any such actions, consents, approvals or waivers and (iii) setting a mutually acceptable date for the UCC Shareholder Meeting and the IP Shareholder Meeting, so as to enable them to occur, to the extent practicable, on the same datewaivers. Each party shall permit the other party to review any communication given by it to, and shall consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, in each case in connection with the transactions contemplated hereby.

Certain Filings; Cooperation in Receipt of Consents. (a) Promptly As promptly as practicable after the date hereof, IP and UCC the Company shall prepare and IP shall file with the SEC the Registration a preliminary Proxy Statement, in which . The Company shall give Parent a reasonable opportunity to review and comment on the Proxy Statement/Prospectus will be included as IP's prospectus, and any revision, amendment or supplement thereto, prior to filing or transmission of such material to the SEC, and shall not so file or transmit any such material to which Parent reasonably objects. Each of UCC and IP The Company shall use all its reasonable best efforts to have respond to any comments of the Registration SEC or its staff and to cause the Proxy Statement declared effective under to be mailed to the Securities Act shareholders of the Company as promptly as practicable after such filing and to keep (taking into account the Registration Statement effective as long as is necessary to consummate the Merger. Each requirements of UCC and IP shall mail the Proxy Statement/Prospectus to their respective shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act all applicable Laws) and, if necessary, after the Proxy Statement/Prospectus Statement shall have been so mailed, to promptly circulate amended, supplemental or supplemented proxy material, material and, if required in connection therewith, resolicit proxies. IP shall also take any action required to be taken under any applicable state securities or blue sky laws in connection with the issuance of IP Common Shares in the Merger. (b) No amendment or supplement to the Proxy Statement/Prospectus will be made by UCC or IP without the approval of the other party, which will not be unreasonably withheld or delayed. Each party The Company will advise the other partyParent, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the IP Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for revision or amendment of the Proxy Statement/Prospectus Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall provide Parent with an opportunity to review and comment on any responses to such comments or requests prior to filing with, or transmission of such material to, the SEC, and shall not so file or transmit any such material to which Parent reasonably objects. If at any time prior to the Effective Time, UCC or IP discovers Time any information relating to either party, or any of their respective Affiliates, officers or directors, directors should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify Parent or the other parties hereto Company, as the case may be, and the Company shall promptly file an appropriate -45- 50 amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law Law, disseminate such amendment or regulationsupplement to Shareholders of the Company. The Company shall not mail to its shareholders any Proxy Statement, disseminated or any amendment or supplement thereto, to the shareholders of UCC and IPwhich Parent reasonably objects. (cb) UCC The Company and IP Parent shall cooperate with one another in (i) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsMaterial Contracts, in connection with the consummation of the transactions contemplated hereby, hereby and (ii) seeking any such other actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking promptly to obtain any such actions, consents, approvals or waivers and (iii) setting a mutually acceptable date for the UCC Shareholder Meeting and the IP Shareholder Meeting, so as to enable them to occur, to the extent practicable, on the same datewaivers. Each party shall permit the other party to review review, in advance of any filing or submission, and comment on any communication given proposed to be filed or submitted by it towith, and shall consult with each other in advance of any hearing, meeting or conference with, any Governmental Entity Entity, A.M. Best, Standard & Poor's, Mooxx'x xx other rating agency, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such hearings, meetings and conferences, in each case in connection with the transactions contemplated hereby.

Certain Filings; Cooperation in Receipt of Consents. (a) Promptly after the date hereof, IP Acquiror and UCC the Company shall prepare and IP Acquiror shall file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included as IPAcquiror's prospectus. Each of UCC the Company and IP Acquiror shall use all reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such the filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of UCC the Company and IP Acquiror shall mail the Proxy Statement/Prospectus to their respective shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. IP Acquiror shall also take any action required to be taken under any applicable state securities or blue sky laws in connection with the issuance of IP Common Acquiror Shares in the Merger. (b) No amendment or supplement to the Proxy Statement/Prospectus will be made by UCC the Company or IP Acquiror without the approval of the other party, which approval will not be unreasonably withheld or delayed. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the IP Common Acquiror Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, UCC the Company or IP Acquiror discovers any information relating to either party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, so that such the document would will not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the party that discovers such any misleading information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such the information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the shareholders of UCC the Company and IPAcquiror. (c) UCC The Company and IP Acquiror shall cooperate with one another in (i) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated hereby, (ii) seeking any such other actions, consents, approvals or waivers waivers, taking any actions, or making any such filings, furnishing information required in connection therewith and seeking promptly to obtain any such actions, consents, approvals or waivers and (iii) setting a mutually acceptable date for the UCC Company Shareholder Meeting and the IP Acquiror Shareholder Meeting, Meeting so as to enable them to occur, to the extent practicable, on the same date. Each party shall permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such the meetings and conferences, in each case in connection with the transactions contemplated hereby.