STOCK PURCHASE AGREEMENT by and among CHOICEPOINT INC., CHOICEPOINT SERVICES INC., and LABONE, INC. Dated as of August 31, 2001

  1.1   Transfer of ▇▇▇▇▇▇ Shares. On the terms and subject to the conditions set forth in this Agreement, ChoicePoint hereby sells, assigns, transfers, and delivers to LabOne, and LabOne hereby purchases from ChoicePoint, one (1) share of common stock of ▇▇▇▇▇▇ (the "▇▇▇▇▇▇ Shares"), which ▇▇▇▇▇▇ Shares constitute all of the issued and outstanding shares of capital stock of ▇▇▇▇▇▇.

  1.2   Purchase Price. On the terms and subject to the conditions set forth in this Agreement, in consideration for all of the ▇▇▇▇▇▇ Shares, subject to adjustment pursuant to Section 1.4, LabOne shall pay to ChoicePoint the purchase price (the "Purchase Price") for the ▇▇▇▇▇▇ Shares in the amount of FORTY-EIGHT MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS ($48,650,000), which amount LabOne hereby pays in accordance with Section 1.3.

  1.3   Delivery of ▇▇▇▇▇▇ Shares and Payment of Purchase Price. Contemporaneously with the execution of this Agreement, (a) against delivery of the Purchase Price, ChoicePoint is delivering to LabOne a certificate or certificates in definitive form evidencing the ▇▇▇▇▇▇ Shares, duly endorsed for transfer, or accompanied by a stock transfer power duly endorsed in blank, with all requisite stock transfer Taxes (as hereinafter defined) paid and stamps affixed, and (b) against delivery of the ▇▇▇▇▇▇ Shares, LabOne is delivering or causing to be delivered to ChoicePoint by wire transfer of immediately available funds the amount of FORTY-EIGHT MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS ($48,650,000), which amount is being wire transferred to ChoicePoint's account number ▇▇-▇▇▇-▇▇▇ (ChoicePoint Inc. - Master Account) at Wachovia Bank of Georgia (ABA #061-000-010), Atlanta, Georgia.

  1.4   Working Capital Adjustment.

  (a)   Definition of Net Working Capital. For purposes of this Section 1.4, the term "Net Working Capital" means the "Current Assets" (as hereinafter defined) over the "Current Liabilities" (as hereinafter defined) of the ▇▇▇▇▇▇ Entities, as of 5:00 p.m., Kansas City, Missouri time, on the date hereof (the "Statement Date"), in each case as determined, except as otherwise provided herein, in accordance with generally accepted accounting principles applied consistently with past practices ("GAAP"). As used herein, the term "Current Assets" means those assets of the type listed on Annex 1 hereto (less applicable reserves), and the term "Current Liabilities" means those liabilities of the type listed on Annex 2 hereto. For the purposes of determining the "Net Working Capital", it is understood that ▇▇▇▇▇▇ Canada shall continue to be considered an ▇▇▇▇▇▇ Entity notwithstanding the sale of the "▇▇▇▇▇▇ Canada Shares" (as hereinafter defined) to LabOne pursuant to Section 2.4 hereof prior to the sale and purchase of the ▇▇▇▇▇▇ Shares.

  (b)   Preparation of Proposed Working Capital Statement. Within sixty (60) days after the date hereof, LabOne shall prepare and deliver to ChoicePoint, at the sole expense of LabOne, a statement of the ▇▇▇▇▇▇ Entities (the "Proposed Working Capital Statement"), which Proposed Working Capital Statement shall set forth its proposed calculation of the Current Assets, the Current Liabilities, and the Net Working Capital as of the Statement Date and shall make available to ChoicePoint for review and copying all work papers relating to the Proposed Working Capital Statement. Except as otherwise provided herein or set forth on Annex 3 hereto, the Proposed Working Capital Statement shall be prepared in accordance with GAAP after giving effect (except as hereinafter noted) to the transactions (the "Pre-Closing Transactions") contemplated by this Agreement (including, without limitation, each of the transactions described in Sections 2.1, 2.2, 2.3, 2.5 and 2.6 hereof, but excluding the transaction described in Section 2.4 hereof ). For the purposes of the determination of the Net Working Capital and the Final Working Capital Statement, the Pre-Closing Transactions shall be deemed to have been completed on or prior to the Statement Date.

  (c)   Examination of Proposed Working Capital Statement. ChoicePoint shall review the Proposed Working Capital Statement to confirm the accuracy of the Proposed Working Capital Statement and of LabOne's calculation of the Net Working Capital. If ChoicePoint fails to give LabOne written notice of any disputed amounts within thirty (30) days after ChoicePoint receives the Proposed Working Capital Statement (the "Review Period"), then the Proposed Working Capital Statement shall become the "Final Working Capital Statement" (as hereinafter defined) for purposes hereof. If ChoicePoint gives LabOne written notice of any disputed items and its proposed calculation of Net Working Capital within the Review Period, ChoicePoint and LabOne shall attempt in good faith to agree on any adjustments that should be made to the Proposed Working Capital Statement in order to reflect the Net Working Capital. If ChoicePoint and LabOne are unable to resolve any disputed amounts within sixty (60) days after ChoicePoint receives the Proposed Working Capital Statement, ChoicePoint and LabOne will engage the Kansas City, Missouri office of PricewaterhouseCoopers LLP (the "Audit Firm") to resolve any such disputed matters in accordance with the terms of this Agreement. If possible, the decision of the Audit Firm shall be made within thirty (30) days after being engaged. The decision of the Audit Firm shall be final and binding on the parties. The Proposed Working Capital Statement shall be revised, if necessary, to reflect the final determination of the Net Working Capital (the final form of the Proposed Working Capital Statement, including any revisions which are made thereto pursuant to this Section 1.4(c), is referred to herein as the "Final Working Capital Statement").

  (d)   Adjustments. The parties hereto acknowledge that the consideration being paid to ChoicePoint pursuant to Section 1.2 is based on the assumption that the Net Working Capital of ▇▇▇▇▇▇ shall be equal to -$719,731 (the "Assumed Net Working Capital"). Accordingly, the parties hereto agree that if the Net Working Capital as reflected on the Final Working Capital Statement is less than the Assumed Net Working Capital (i.e., the Assumed Net Working Capital is -$719,732 or a greater negative number) (the amount of such shortfall, if any, is hereinafter referred to as the "Working Capital Deficit"), ChoicePoint shall pay to LabOne, on a dollar for dollar basis, an amount equal to the Working Capital Deficit (such payment shall be hereinafter referred to as a "Working Capital Payment"). The Working Capital Payment, if any, shall be paid to LabOne within ten (10) days of the final determination of the Final Working Capital Statement. If the Net Working Capital as reflected on the Final Working Capital Statement is greater than the Assumed Net Working Capital (i.e., the Assumed Net Working Capital is -$719,730 or either a lesser negative number or zero or a positive number) (the amount of such excess is hereinafter referred to as the "Working Capital Surplus"), LabOne shall pay to ChoicePoint, on a dollar for dollar basis, an amount equal to the Working Capital Surplus. The Working Capital Surplus, if any, shall be paid by LabOne to ChoicePoint within ten (10) days of the final determination of the Final Working Capital Statement. The determination of the Working Capital Deficit or the Working Capital Surplus, as the case may be, shall be made immediately following the final determination of the Final Working Capital Statement.

  (e)   Expenses of Audit Firm. In the event the parties submit any unresolved objections to the Audit Firm for resolution as provided in Section 1.4(c) above, LabOne, on the one hand, and the ChoicePoint Entities, jointly and severally, on the other hand, will each be obligated to pay fifty percent (50%) of the fees and expenses of the Audit Firm; provided, however, that if the Audit Firm's final determination of Net Working Capital varies from either LabOne's or ChoicePoint's determination of Net Working Capital (but not both) by more than ten percent (10%), the party whose determination of Net Working Capital so varied by more than ten percent (10%) from that of the Audit Firm shall bear one hundred percent (100%) of the Audit Firm's fees and expenses.

  2.1   Transfer of Real Property.

  (a)   Prior to or on the date hereof, the ▇▇▇▇▇▇ Entities have transferred to ChoicePoint all of the Owned Real Property (as defined in Section 3.5(a)), together with all benefits and liabilities associated therewith.

  (b)   Prior to or on the date hereof, ChoicePoint has transferred to the ▇▇▇▇▇▇ Entities the Retained Real Property Leases (as defined in Section 3.5(a)), together with all benefits and liabilities associated therewith.

  2.2   Transfer of Personal Property and Intellectual Property.

  (a)   Prior to or on the date hereof, the ▇▇▇▇▇▇ Entities have transferred to ChoicePoint or an Affiliate thereof (i) all of the ChoicePoint Personal Property (as defined in Section 3.5(b)) and the ChoicePoint Personal Property Leases (as defined in Section 3.5(b)), together with all benefits and liabilities associated therewith and (ii) the trademarks, tradenames, service marks, patents and other intellectual property set forth on Schedule 2.2(a)(ii).

  (b)   Prior to or on the date hereof, ChoicePoint has transferred, or caused to be transferred, to the ▇▇▇▇▇▇ Entities all of the personal property and, if applicable, the leases related thereto set forth on Schedule 2.2(b)(i), together with all benefits and liabilities associated therewith and (ii) the trademarks, tradenames and service marks set forth on Schedule 2.2(b)(ii).

  2.3   Transfer of CHS Capital Stock. Prior to or on the date hereof, ▇▇▇▇▇▇ has transferred to ChoicePoint all of the capital stock of CHS, which corporation owns the Appraise line of home test kits for the monitoring of disease (the "Appraise Product").

     Each of the ChoicePoint Entities hereby jointly and severally represents and warrants to LabOne as follows:

The Parent hereby represents and warrants to LabOne as follows:

  4.1   Organization. The Parent is a corporation duly incorporated, validly existing, and in good standing under the Laws of the State of Georgia. The Parent has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conducted.

  4.2   Authorization. The Parent has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is party, and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Agreement to which it is a party and the performance by the Parent of its covenants and agreements hereunder and thereunder have been duly and validly authorized by the Board of Directors of the Parent, and no other corporate proceedings on the part of the Parent or its Affiliates are necessary to authorize the execution, delivery and performance of this Agreement, each Ancillary Agreement to which it is a party or the consummation of the transactions so contemplated. Each of this Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by the Parent and constitutes a valid and binding agreement of the Parent, enforceable against the Parent in accordance with its terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

  4.3   Absence of Restrictions and Conflicts. Except as set forth on Schedule 4.3, the execution, delivery, and performance of this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, and the fulfillment of and compliance with the terms and conditions of this Agreement and the Ancillary Agreements do not and will not (as the case may be), with or without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in any penalty or payment becoming due under, result in the loss of any benefit under, or permit the acceleration or termination of any right or obligation under, (a) any term or provision of the charter documents or bylaws of the Parent, (b) any "▇▇▇▇▇▇ Contract", "Retained Real Property Lease", or "Retained Personal Property Lease", (c) any Order of any Governmental Authority to which the Parent is party or by which the Parent or any of its respective properties or assets are bound, (d) any Law applicable to the Parent, or (e) any License. Except as set forth on Schedule 4.3 and except for applicable requirements of Canadian regulatory authorities set forth on Schedule 4.3, no consent, approval, Order, or authorization of, or registration, declaration, or filing with, or notice to, any Governmental Authority with respect to the Parent is required in connection with the execution, delivery, or performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby.

  4.4   Brokers, Finders, and Investment Bankers. Except as disclosed on Schedule 4.4, the Parent has not employed any broker, finder, investment banker, or other intermediary or incurred any liability for any investment banking fees, financial advisory fees, brokerage fees, finders' fees, or other similar fees in connection with the transactions contemplated by this Agreement. The fees and expenses of the investment banker listed on Schedule 4.4 shall be paid by ChoicePoint.

LabOne hereby represents and warrants to each of the ChoicePoint Entities as follows:

  5.1   Organization. LabOne is a corporation duly incorporated, validly existing, and in good standing under the Laws of the State of Missouri. LabOne has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conducted.

  5.2   Authorization. LabOne has the corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is party and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Agreements to which it is party and the performance by LabOne of its covenants and agreements hereunder and thereunder have been duly and validly authorized by the Board of Directors of LabOne, and no other corporate proceedings on the part of LabOne or its Affiliates are necessary to authorize the execution, delivery and performance of this Agreement, the Ancillary Agreements or the consummation of the transactions so contemplated. Each of this Agreement and each of the Ancillary Agreements to which it is party has been duly executed and delivered by LabOne and constitutes a valid and binding agreement of LabOne, enforceable against LabOne in accordance with its terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

  5.3   Absence of Restrictions and Conflicts. Except as set forth on Schedule 5.3, the execution, delivery, and performance of this Agreement and the Ancillary Agreements to which LabOne is party, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and the fulfillment of and compliance with the terms and conditions of this Agreement and the Ancillary Agreements do not or will not (as the case may be), with or without the passing of time or the giving of notice or both, violate or conflict with, or constitute a breach of or default under, (a) any term or provision of the articles of incorporation or bylaws of LabOne, (b) any Order to which LabOne is a party or by which LabOne or any of its properties is bound or (c) any Law applicable to LabOne or the business engaged in by LabOne. Except as set forth on Schedule 5.3 and except for applicable requirements of Canadian regulatory authorities set forth on Schedule 5.3, no consent, approval, Order or authorization of, or registration, declaration, or filing with, or notice to, any Governmental Authority with respect to LabOne is required in connection with the execution, delivery, or performance of this Agreement or the Ancillary Agreements to which LabOne is party by LabOne or the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements to which LabOne is party by LabOne.

  5.4   Brokers, Finders, and Investment Bankers. Except as set forth on Schedule 5.4, LabOne has not employed any broker, finder, investment banker, or other intermediary or incurred any liability for any investment banking fees, financial advisory fees, brokerage fees, finders' fees, or other similar fees in connection with the transactions contemplated by this Agreement. The fees and expenses of the financial advisor listed on Schedule 5.4 shall be paid by LabOne.

  5.5   Purchase for Investment.

  (a)   LabOne is acquiring the ▇▇▇▇▇▇ Shares solely for investment for its own account and not with the view to, or for resale in connection with, any "distribution" (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act")) thereof. LabOne understands that the ▇▇▇▇▇▇ Shares have not been registered under the Securities Act or any state or foreign securities Laws by reason of specified exemptions therefrom that depend upon, among other things, the bona fide nature of its investment intent as expressed herein and as explicitly acknowledged hereby and that under such Laws such securities may not be resold without registration under the Securities Act or under applicable state or foreign Law unless an applicable exemption from registration is available.

  (b)   LabOne is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. LabOne, by reason of its business and financial experience in business, has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the purchase of the ▇▇▇▇▇▇ Shares, is able to bear the economic risk of such investment in ▇▇▇▇▇▇, and is able to afford a complete loss of such investment.

  5.6   Litigation. There is no claim, action, suit, proceeding or governmental investigation pending or, to the knowledge of LabOne, threatened against LabOne, by or before any Governmental Authority or by any third party which challenges the validity of this Agreement or which would be reasonably likely to adversely affect or restrict LabOne's ability to consummate the transactions contemplated hereby.

Each of the parties hereto shall comply with the following covenants and agreements to the extent applicable to such party (unless compliance is waived in advance in accordance with this Agreement):

  6.1   Access to Information.

  (a)   All information concerning the ChoicePoint Entities or any ▇▇▇▇▇▇ Entity furnished or provided by the ChoicePoint Entities, the ▇▇▇▇▇▇ Entities or their representatives to LabOne or its representatives (whether furnished before or after the date hereof) shall be held subject to the confidentiality agreement by and between the Parent and LabOne, dated as of January 25, 2001 (the "Confidentiality Agreement").

  (b)   LabOne agrees that it will maintain in a location reasonably convenient to the ChoicePoint Entities for at least seven (7) years after the date hereof (the "Tax/Accounting Retention Period"), the tax and accounting books, records, and documents (the "Tax/Accounting Records") of the ▇▇▇▇▇▇ Entities existing as of the date hereof. Notwithstanding the foregoing, in lieu of retaining any specific Tax/Accounting Records, LabOne may offer in writing to deliver such Tax/Accounting Records to the ChoicePoint Entities and, if such offer is not accepted within ninety (90) days, the offered Tax/Accounting Records may be destroyed or otherwise disposed of at any time. If the ChoicePoint Entities shall request in writing prior to the expiration of such 90-day period that any of Tax/Accounting Records proposed to be destroyed or disposed of be delivered to the ChoicePoint Entities, LabOne shall promptly arrange for delivery of such requested Tax/Accounting Records (at the ChoicePoint Entities' cost). Upon execution by ChoicePoint of a confidentiality agreement reasonably satisfactory to LabOne and ChoicePoint, LabOne shall afford the ChoicePoint Entities and their respective accountants, counsel, and representatives full access, for reasonable purposes, during normal business hours to Tax/Accounting Records at all times during the Tax/Accounting Retention Period.

  (c)   LabOne agrees that it will maintain in a location reasonably convenient to the ChoicePoint Entities at least for the longer of (i) two (2) years after the date hereof or (ii) the period of time required by law (the "Non-Tax/Accounting Retention Period"), the books, records, and documents other than the tax and accounting books, records, and documents (the "Non-Tax/Accounting Records") of the ▇▇▇▇▇▇ Entities existing as of the date hereof. Notwithstanding the foregoing, in lieu of retaining any specific Non-Tax/Accounting Records, LabOne may offer in writing to deliver such Non-Tax/Accounting Records to the ChoicePoint Entities and, if such offer is not accepted within ninety (90) days, the offered Non-Tax/Accounting Records may be destroyed or otherwise disposed of at any time. If the ChoicePoint Entities shall request in writing prior to the expiration of such 90-day period that any of Non-Tax/Accounting Records proposed to be destroyed or disposed of be delivered to the ChoicePoint Entities, LabOne shall promptly arrange for delivery of such requested Non-Tax/Accounting Records (at the ChoicePoint Entities' cost). Upon execution by ChoicePoint of a confidentiality agreement reasonably satisfactory to LabOne and ChoicePoint, LabOne shall afford the ChoicePoint Entities and their respective accountants, counsel, and representatives full access, for reasonable purposes, during normal business hours to such books, records, and documents at all times during the Non-Tax/Accounting Retention Period.

  6.2   Consents. With respect to any agreements for which any required consent or approval is not obtained prior to the date hereof, the ChoicePoint Entities and LabOne shall each use their reasonable best efforts to obtain any such consent or approval after the date hereof until such consent or approval has been obtained.

  6.3   Fees and Expenses. The ChoicePoint Entities will be jointly and severally obligated to pay all costs and expenses incurred by the ▇▇▇▇▇▇ Entities or the ChoicePoint Entities in connection with the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including, without limitation, attorneys', accountants', brokers', finders', and investment banking fees and expenses (collectively, "Expenses"). LabOne shall bear all such Expenses incurred by LabOne.

  6.4   Public Announcements. Upon execution of this Agreement, no party shall make, or allow any Affiliate, agent or representative thereof to make, any public announcements regarding this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby, including, without limitation, any announcement to the financial community or to any Governmental Authorities, employees, customers, suppliers or the general public, without the prior written approval of the other party as to the content, timing and manner of presentation or publication thereof; provided, however, that each party may issue the press release agreed upon prior to the execution of this Agreement and each party may make such other announcements and such other disclosures as such party shall determine are required to be made by applicable Law (including, without limitation, by the applicable rules of the New York Stock Exchange or the Nasdaq Stock Market). In the event that any party hereto believes in good faith that any such disclosure is required by applicable Law, such party shall nonetheless use its good faith efforts to consult (as to the content, timing and manner of presentation or publication thereof) with the other party a reasonable period of time prior to making such disclosure.

  6.5   Employees; Employee Benefits.

  (a)   Except as provided below, nothing contained herein shall require LabOne to assume any Company Benefit Plans or accept the transfer of any assets or liabilities arising out of or associated with any Company Benefit Plans. All liabilities and obligations for retiree medical and life benefits payable on or after the date hereof to current retirees of the ▇▇▇▇▇▇ Entities, as determined on the date hereof, shall be paid by ChoicePoint.

  (b)   As of the date hereof, LabOne or an Affiliate thereof shall continue the employment of the Employees listed on Schedule 6.5(b)(i) (each such Employee who continues such employment being referred to individually herein as a "Transferred Employee" and all such Employees who continue such employment being referred to collectively herein as the "Transferred Employees"); provided, however, nothing contained herein shall be deemed to create an employment contract between LabOne and any Transferred Employee. Effective on the date hereof, pursuant to an employee secondment agreement mutually acceptable to the parties (the "Employee Secondment Agreement"), LabOne shall lease from CHS, for the transition period or periods contemplated by the Employee Secondment Agreement, the Employees listed on Schedule 6.5(b)(ii) (the "▇▇▇▇▇▇ Contract Employees"), and all ▇▇▇▇▇▇ Contract Employees shall become employees of CHS and shall remain eligible to participate in the Company Benefit Plans for the duration of the transition period.

  (c)   ChoicePoint shall be solely responsible for terminating the Employees who are neither Transferred Employees nor ▇▇▇▇▇▇ Contract Employees ("Unaffected Employees"). ChoicePoint shall be solely responsible and assume liability for the termination of the ▇▇▇▇▇▇ Contract Employees and for all notices or payments due to any Unaffected Employees or ▇▇▇▇▇▇ Contract Employees prior to or subsequent to the date hereof, and all notices, payments, fines or assessments due to any Governmental Authority, pursuant to any applicable Law with respect to the employment, discharge, constructive discharge or layoff due to any Unaffected Employees or ▇▇▇▇▇▇ Contract Employees before or after the date hereof, including but not limited to the Workers Adjustment and Retraining Act (the "WARN Act") and the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and any rules or regulations that have been issued in connection with the foregoing.

  (d)   For the period beginning on the date hereof and ending no earlier than December 31, 2001, LabOne shall, or shall cause the ▇▇▇▇▇▇ Entities to, provide each Transferred Employee and each ▇▇▇▇▇▇ Contract Employee who, subsequent to the transition period contemplated by the Employee Secondment Agreement, accepts an offer of employment with LabOne (collectively, the "Hired Employees") with compensation and benefits that are substantially comparable in the aggregate to the compensation and benefits provided to similarly situated LabOne employees. LabOne shall treat all service completed by a Hired Employee with any of the ▇▇▇▇▇▇ Entities or any Affiliate thereof, and any predecessor thereto, the same as service completed with LabOne for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by LabOne on or after the date hereof in which a Hired Employee participates, except for purposes of computing benefits under the accrued benefit formula in a pension plan (as defined in Section 3(2) of ERISA). Prior to the date hereof, ChoicePoint has furnished LabOne with a list of the length of service with the ▇▇▇▇▇▇ Entities or its Affiliates for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(l) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of any of the ▇▇▇▇▇▇ Entities or any Affiliate shall be credited or recognized under the comparable plan maintained after the date hereof by LabOne.

  (e)   After the date hereof, LabOne shall be responsible for, and shall indemnify and hold harmless ChoicePoint and its Affiliates and their officers, directors, employees, Affiliates and agents and the fiduciaries (including plan administrators) of the Company Benefit Plans, from and against, any and all claims, losses, damages, costs and expenses (including, without limitation, attorneys' fees and expenses) and other liabilities and obligations, with respect to the Transferred Employees, relating to or arising out of all salaries, bonuses, commissions, vacation entitlements and other benefits accrued and included on the Final Working Capital Statement by any of the ▇▇▇▇▇▇ Entities but unpaid as of the date hereof.

  (f)   After the Closing Date, ChoicePoint agrees to use its best efforts to facilitate as soon as reasonably practicable, in accord with applicable Law, any request made by any Hired Employee for a rollover of an account balance from the ChoicePoint Inc. 401(k) Profit Sharing Plan to the LabOne 401(k) Plan (the "LabOne 401(k) Plan"). LabOne agrees to accept such rollovers into the LabOne 401(k) Plan upon the receipt of satisfactory documentation from ChoicePoint.

  (g)   ChoicePoint agrees to assign to LabOne all rights associated with and pertaining to all nondisclosure, confidentiality, invention assignment and noncompetition agreements between any of the Employees and ChoicePoint or any of its Affiliates.

  6.6   Use of ChoicePoint Corporate Name and Trademarks. As soon as reasonably practicable after the date hereof, but in any event within sixty (60) days after the date hereof, LabOne will, at its own expense, remove any and all exterior signs and other identifiers located on any of its property or premises that refer or pertain to the ChoicePoint Entities or that include the ChoicePoint Entities' name and logo or other trademark or intellectual property. Additionally, as soon as reasonably practicable after the date hereof, but in any event within sixty (60) days after the date hereof, LabOne will remove from all letterhead, envelopes, invoices, and other communications media of any kind, all references to the ChoicePoint Entities, including the ChoicePoint Entities' name and logo or other trademark or intellectual property.

  6.7   Transition Services Agreement. Contemporaneously with the execution of this Agreement, ChoicePoint and LabOne are entering into a transition services agreement mutually acceptable to the parties (the "Transition Services Agreement") concerning certain services to be provided by ChoicePoint to LabOne.

  6.8   Investigation by LabOne. LabOne has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the ▇▇▇▇▇▇ Entities and acknowledges that the ChoicePoint Entities have provided LabOne with access to the personnel, properties, premises and records of the ▇▇▇▇▇▇ Entities for this purpose. In entering into this Agreement, LabOne has relied upon its own investigation and analysis, and LabOne (a) acknowledges that, except as otherwise specifically provided in this Agreement, neither the ChoicePoint Entities, the ▇▇▇▇▇▇ Entities nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to LabOne or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, and (b) agrees, to the fullest extent permitted by Law, that neither ChoicePoint, the ▇▇▇▇▇▇ Entities nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to LabOne or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities Laws or otherwise) based upon any information provided or made available, or statements made, to LabOne or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom), except as and only to the extent expressly set forth herein with respect to the representations and warranties of the ChoicePoint Entities in Section 3 and Section 4 of this Agreement and subject to the limitations and restrictions contained herein.

  6.9   Audit of ▇▇▇▇▇▇ Year-End Financial Statements. On or before the date hereof, the ChoicePoint Entities have caused their independent auditors (the "ChoicePoint Auditors") to commence an audit of the unaudited consolidated balance sheets and related unaudited statements of operations, cash flows and stockholders' equity (deficit) of the ▇▇▇▇▇▇ Entities as of and for the fiscal years ended December 31, 1998, 1999 and 2000 (the "▇▇▇▇▇▇ Year-End Financial Statements") (such audit, together with the preparation and audit of any Required Pro Forma Financials (as hereinafter defined), the "Audit"). From and after the date hereof, the ChoicePoint Entities shall use their commercially reasonable efforts to, and shall use their commercially reasonable efforts to cause the ChoicePoint Auditors to, at the option of LabOne either (x) complete the Audit or (y) assist with and facilitate the completion of the Audit, in either case, on or prior to the sixtieth (60^th) day following the date hereof. If requested by LabOne, the ChoicePoint Entities shall (A) if the Audit is completed by the ChoicePoint Auditors, use their commercially reasonable efforts to cause such auditors to deliver such representations, reports and consents as are requested by LabOne in order to comply with the rules and regulations of the Securities and Exchange Commission (the "SEC") and other Laws applicable to LabOne and (B) if any pro forma financial statements are required by such SEC rules and regulations or other Laws ("Required Pro Forma Financials"), use their commercially reasonable efforts to, and use their commercially reasonable efforts to cause the ChoicePoint Auditors to, assist with and facilitate the completion and audit of such Required Pro Forma Financials prior to the sixtieth (60^th day) following the date hereof. Additionally, the ChoicePoint Entities shall from time to time hereafter, at LabOne's reasonable request, cooperate with LabOne in connection with the Audit. LabOne shall pay the fees and expenses of the ChoicePoint Auditors in connection with the Audit and any other services provided pursuant to this Section 6.9.

  6.10   Insurance Matters. All Surety Bonds and ▇▇▇▇▇▇ Insurance Policies shall be terminated as of the date hereof.

  7.1   Definitions. For the purposes of this section:

  (a)   "▇▇▇▇▇▇ Activities" means insurance laboratory testing services, management of ordering and receipt of life and health insurance underwriting and claim information requirements and status reports, and teleunderwriting services, but excluding the Permitted Activities (as hereinafter defined);

  (b)   "Noncompetition Period" or "Nonsolicitation Period" means the period beginning on the date hereof and ending on the fifth (5^th) anniversary of the date hereof;

  (c)   "Permitted Activities" means

  (i)   the following underwriting and claims information services activities provided by the Parent or its Affiliates to insurance companies to assist those companies in assessing the insurability and associated policy pricing of individuals and property: the furnishing of access to motor vehicle reports, the maintenance of a database of claims histories, the provision of automated claims verification information services to both the property and casualty and the life and health insurance markets, and the provision of database marketing services, including pre-screened and direct marketing lists;

  (ii)   those activities provided by the Parent or its Affiliates related to pre-employment background investigations, pre-employment and regulatory compliance drug testing services (but not drug testing), shareholder locator searches, credential verification services, and due diligence and public record information searches;

  (iii)   those activities provided by the Parent or its Affiliates related to modeling services, customized policy rating and issuance software, property inspections and audits to the commercial insurance market, and technology solutions to the life insurance market other than the management of ordering and receipt of life and health insurance underwriting and claim information requirements and status reports;

  (iv)   those activities provided by the Parent or its Affiliates related to forensics and human identification, paternity testing, population genetics, and advanced research (including, but not limited to, validation studies, genetic sequencing and database construction, genetic diversity studies, species origin analysis, and mitochondrial typing);

  (v)   those activities provided by the Parent or its Affiliates related to (A) the Appraise Product and (B) the intellectual property set forth on Schedule 2.2(a)(ii); and

  (vi)   those activities contemplated in the Transition Services Agreement.

  (d)   "Territory" means the United States of America and Canada, such area being where customers and actively sought prospective customers of the ▇▇▇▇▇▇ Entities are located.

  7.2   Noncompetition.

  (a)   Acknowledgment. The ChoicePoint Entities acknowledges that the ▇▇▇▇▇▇ Entities conduct the ▇▇▇▇▇▇ Activities throughout the Territory and that, to protect adequately the interest of LabOne in the Business and goodwill of the ▇▇▇▇▇▇ Entities, it is essential that any noncompetition covenant with respect thereto cover all ▇▇▇▇▇▇ Activities and the entire Territory for the duration of the Noncompetition Period.

  (b)   Trade Name. The ChoicePoint Entities hereby agree that, during the Noncompetition Period, neither of the ChoicePoint Entities nor any of their Affiliates will, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation, or control of any business conducted under any corporate, product, or trade name or trademark of, the ▇▇▇▇▇▇ Entities, or name or ▇▇▇▇ similar thereto, without the prior written consent of LabOne.

  (c)   Noncompetition Covenant. The ChoicePoint Entities hereby agree that neither of the ChoicePoint Entities nor any of their Affiliates will, during the Noncompetition Period, directly or indirectly, conduct ▇▇▇▇▇▇ Activities in the Territory or otherwise engage in, have an equity or profit interest in, or render services (of an executive, marketing, manufacturing, research and development, administrative, financial, or consulting nature) to any business that conducts any of ▇▇▇▇▇▇ Activities in the Territory. Notwithstanding anything in this Agreement to the contrary, each of the ChoicePoint Entities and their Affiliates may acquire up to two percent (2%) of any company whose common stock is publicly traded on a national securities exchange or in the over-the-counter market and may conduct the Permitted Activities. The ChoicePoint Entities and LabOne acknowledge that, in the course of acquiring business entities or assets ("Acquired Entities"), the ChoicePoint Entities may wish to acquire an Acquired Entity or Acquired Entities that engage in the ▇▇▇▇▇▇ Activities as part of its business activities. The ChoicePoint Entities and LabOne acknowledge that nothing in this Agreement shall prevent the ChoicePoint Entities or their Affiliates from acquiring (and, thereafter, owning and operating) an Acquired Entity or Acquired Entities during the Noncompetition Period that engage in the ▇▇▇▇▇▇ Activities, provided that the trailing twelve-month revenues derived from the ▇▇▇▇▇▇ Activities by the Acquired Entity or Acquired Entities, in the aggregate, do not exceed $30,000,000; provided, however, that, if, subsequent to the purchase of such Acquired Entity or Acquired Entities, the ChoicePoint Entities or their Affiliates receive and wish to accept a bona fide offer to dispose of the portion of the business of the Acquired Entity or Acquired Entities engaged in the ▇▇▇▇▇▇ Activities, the ChoicePoint Entities or their Affiliates, as the case may be, shall offer to sell to LabOne the portion of the business of the Acquired Entity or Acquired Entities engaged in the ▇▇▇▇▇▇ Activities at the price and under the terms offered by such bona fide offeror.

  (d)   Nonsolicitation. The ChoicePoint Entities hereby agree that they will not, during the Nonsolicitation Period, directly or indirectly:

  (i)   solicit or attempt to solicit, any business from any of the ▇▇▇▇▇▇ Entities' customers existing as of the date hereof or during the one-year period prior to the date hereof, for purposes of providing products or services that are competitive with those provided by the ▇▇▇▇▇▇ Entities in their conduct of the ▇▇▇▇▇▇ Activities; or

  (ii)   hire, recruit, or solicit or attempt to hire, recruit, or solicit, on behalf of any ChoicePoint Entity or Affiliate thereof or on behalf of any other Person, firm, or corporation, any employee or independent contractor of any ▇▇▇▇▇▇ Entity, other than (A) those individuals listed on Schedule 7.2(d)(ii), (B) any individual who is not hired by LabOne or the ▇▇▇▇▇▇ Entities following the termination of the Employee Secondment Agreement, and (C) any individual who is hired by LabOne or the ▇▇▇▇▇▇ Entities but whose employment is thereafter terminated by LabOne or the ▇▇▇▇▇▇ Entities; provided, however, any individual covered by Section 7.2(d)(ii)(C) shall remain subject to any non-compete and confidentiality agreements with LabOne.

  7.3   Severability. If a judicial or arbitral determination is made that any of the provisions of this Agreement constitutes an unreasonable or otherwise unenforceable restriction against the ChoicePoint Entities, the provisions of this Agreement shall be rendered void only to the extent that such judicial or arbitral determination finds such provisions to be unreasonable or otherwise unenforceable with respect to the ChoicePoint Entities. In this regard, the ChoicePoint Entities hereby agree that any Governmental Authority construing this Agreement shall be empowered to sever any portion of the Territory, any prohibited business activity or any time period from the coverage of this Agreement, and to apply the provisions of this Agreement to the remaining portion of the Territory, the remaining business activities, and the remaining time period not so severed by such judicial or arbitral authority.

Contemporaneously with the execution of this Agreement, the following actions have been taken:

  8.1   LabOne Documents. LabOne has delivered, or caused to be delivered, to ChoicePoint the following:

  (a)   the Purchase Price;

  (b)   an opinion mutually acceptable to the parties of Reboul, MacMurray, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Kristol, special counsel to LabOne, and an opinion mutually acceptable to the parties of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Missouri counsel to LabOne;

  (c)   a mutual release mutually acceptable to the parties executed by LabOne (the "Release");

  (d)   the Transition Services Agreement executed by LabOne;

  (e)   a lease agreement mutually acceptable to the parties executed by LabOne (the "Lease Agreement");

  (f)   a sublease agreement mutually acceptable to the parties executed by LabOne (the "Kit Factory Sublease Agreement");

  (g)   the Employee Secondment Agreement executed by LabOne;

  (h)   a software license agreement mutually acceptable to the parties executed by LabOne or one of its Affiliates (the "Software License Agreement");

  (i)   a trademark license agreement mutually acceptable to the parties executed by LabOne or one of its Affiliates (the "Trademark License Agreement");

  (j)   a technology license agreement mutually acceptable to the parties executed by LabOne or one of its Affiliates (the "Technology License Agreement");

  (k)   a motor vehicle record reseller agreement mutually acceptable to the parties executed by LabOne or one of its Affiliates (the "MVR Agreement");

  9.1   Survival of Representations, Warranties, Covenants and Agreements; Right to Indemnification not Affected by Knowledge. The representations, warranties, covenants and agreements made by the parties in this Agreement and in the Ancillary Agreements shall survive the date hereof for the Claims Period (as hereinafter defined) applicable thereto. The right of any party to seek indemnification under this Section 9 or any other remedy based on the representations, warranties, covenants and agreements contained in this Agreement or in any Ancillary Agreement will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant or agreement.

  9.2   Indemnification Obligations of the ChoicePoint Entities. The ChoicePoint Entities shall, jointly and severally, indemnify, defend, and hold harmless LabOne and its officers, directors, employees, and Affiliates (including, after the date hereof, the ▇▇▇▇▇▇ Entities), and each of the heirs, executors, successors, and assigns of any of the foregoing (collectively, the "LabOne Indemnified Parties") from, against, and in respect of any and all Losses (as hereinafter defined) arising out of or relating to:

  (a)   any breach or inaccuracy of any representation or warranty made by ChoicePoint in Section 3 hereof (but excluding any Losses relating to any breach or inaccuracy of the representations and warranties contained in Section 3.12 to the extent such Losses are reduced as a result of payments made under Section 10.7) or by the Parent in Section 4 hereof;

  (b)   any breach of any covenant, agreement, or undertaking made by the ChoicePoint Entities in this Agreement or any Ancillary Agreement;

  (c)   any liabilities of the ▇▇▇▇▇▇ Entities relating to the Owned Real Property, the ChoicePoint Personal Property, the ChoicePoint Personal Property Leases, and the distributions to the Parent and its Affiliates contemplated by Section 2 hereof;

  (d)   any (i) indebtedness for borrowed money of any ▇▇▇▇▇▇ Entity existing as of the date hereof; (ii) liabilities or obligations of any ▇▇▇▇▇▇ Entity in respect of guaranties entered into or letters of credit issued prior to the date hereof; (iii) the deferred purchase price of assets or services purchased prior to the date hereof which, in accordance with GAAP, should be shown on the liability side of a consolidated balance sheet of the ▇▇▇▇▇▇ Entities; (iv) any obligation of any ▇▇▇▇▇▇ Entity to pay a specified purchase price for goods or services whether or not delivered or accepted pursuant to any agreement entered into prior to the date hereof; or (v) liabilities or obligations of any ▇▇▇▇▇▇ Entity, as lessee, under any lease of property (whether real, personal or mixed) entered into prior to the date hereof which, in accordance with GAAP, should be shown as a capital lease on a consolidated balance sheet of the ▇▇▇▇▇▇ Entities;

  (e)   any claim, action, proceeding or investigation brought against any of the ▇▇▇▇▇▇ Entities prior to or after the date hereof based upon any event or omission occurring in respect of the assets, properties, activities or operations of the ▇▇▇▇▇▇ Entities prior to the date hereof;

  (f)   any liability for or obligation to pay severance to any Unaffected Employee or ▇▇▇▇▇▇ Contract Employee; and

  (g)   (i) all salaries, bonuses, commissions, vacation entitlements and other benefits or compensation earned or accrued prior to or after the Statement Date by any Unaffected Employee or any ▇▇▇▇▇▇ Contract Employee, (ii) all salaries, bonuses, commissions, vacation entitlements and other benefits or compensation earned or accrued prior to the Statement Date by any Transferred Employee, (iii) any liabilities or obligations in respect of any Company Benefit Plan, (iv) any claims of, or damages or penalties sought by, any Unaffected Employee or any ▇▇▇▇▇▇ Contract Employee with respect to any act or failure to act by any ChoicePoint Entity to the extent arising from the employment, discharge, layoff or termination of any such employee, (v) any liabilities under COBRA or the WARN Act as a result of the termination of any Unaffected Employee or ▇▇▇▇▇▇ Contract Employee and (vi) all liabilities and obligations for retiree medical and life benefits payable on and after the date hereof to current retirees of the ▇▇▇▇▇▇ Entities, as determined on the date hereof.

For purposes of this Section 9, "Loss" or "Losses" shall mean any and all claims, liabilities, obligations, losses (including any diminution in the value of the ▇▇▇▇▇▇ Shares and the ▇▇▇▇▇▇ Canada Shares), costs, expenses, penalties, fines, judgments, and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation, and reasonable attorneys' and accountants' fees and expenses) incurred by an Indemnified Party; provided, however, that an Indemnified Party shall not be entitled to indemnification hereunder to the extent an accrual of liability or a specific reserve for such matter is included in the Final Working Capital Statement.

  9.3   Indemnification Obligations of LabOne. LabOne shall indemnify and hold harmless each of the ChoicePoint Entities and their respective officers, directors, employees, and Affiliates, and each of the heirs, executors, successors, and assigns of any of the foregoing (collectively, the "ChoicePoint Indemnified Parties") from, against, and in respect of any and all Losses arising out of or relating to:

  (a)   any breach or inaccuracy of any representation or warranty made by LabOne in Section 5; and

  (b)   any breach of any covenant, agreement, or undertaking made by LabOne in this Agreement or any Ancillary Agreement.

  9.4   Indemnification Procedure.

  (a)   Promptly after receipt by a LabOne Indemnified Party or a ChoicePoint Indemnified Party (hereinafter referred to as, the "Indemnified Party") of notice by a third party of any claim or the commencement of any action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other party for any Losses (ignoring, for this purpose, the Threshold Amount (as hereinafter defined)), such Indemnified Party shall, within ten (10) days, notify LabOne or ChoicePoint, as the appropriate indemnifying party or representative thereof (the "Indemnifying Party"), of such third-party claim or of the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from liability for such third-party claim arising otherwise than under this Agreement and such failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such third-party claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of any rights or defenses otherwise available to the Indemnifying Party with respect to such third-party claim. Unless the Indemnifying Party is also a party to such third-party claim and the Indemnified Party determines in good faith after conferring with its outside counsel that joint representation would be inappropriate, the Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter (or, if earlier, by the tenth (10^th) day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting such claim), to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20-day period (or earlier 10-day period, if applicable), then such Indemnified Party may employ counsel to represent or defend it in any such action or proceeding for the account and risk of the Indemnifying Party, and the Indemnifying Party shall pay the fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which it is maintaining, and to cooperate in good faith with the other with respect to the defense of any such action. Anything in this Section 9.4 to the contrary notwithstanding, the Indemnifying Party shall not be entitled to assume the defense of any third-party claim (and shall pay the fees and expenses of counsel incurred by the Indemnified Party in defending such third-party claim as incurred) if the third-party claim seeks an injunction or other equitable relief or any other relief other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages.

  (b)   If an Indemnifying Party assumes the defense of any third-party claim pursuant to paragraph (a) above, the Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise such third claim or consent to the entry of any judgment in respect thereof unless (A) the sole relief provided to such third party is the payment of monetary damages which the Indemnifying Party pays or causes to be paid concurrently with the effectiveness thereof; (B) there is no finding or admission of any violation of Law or any violation of the rights of any Person and, in the good faith judgment of the Indemnified Party, no effect on any other claims that may be made against the Indemnified Party; and (C) the Indemnifying Party shall obtain, as a condition of such settlement, a complete unconditional release of the Indemnified Party. The Indemnified Party will have no liability with respect to any compromise or settlement of any third-party claim that is effected in violation of clause (ii) of the preceding sentence.

  (c)   In the event any Indemnified Party should have a claim against any Indemnifying Party that does not involve a third-party claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim (together with a reasonably detailed description of the facts giving rise thereto, the provision of this Section 9 under which indemnification is being sought and the amount (or estimated amount) of Losses relating thereto) with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within twenty (20) days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the Indemnifying Party shall promptly pay any amount of such claim that is not disputed and the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with Section 11.12.

  9.5   Claims Period. For purposes of this Agreement, a "Claims Period" shall be the period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party, which period shall (a) begin on the date hereof and (b) terminate as follows:

  (i)   with respect to any Losses covered by Sections 9.2(a) or 9.3(a) hereof, the Claims Period shall terminate on the date that is eighteen (18) months from the date hereof; provided, however, the Claims Period shall (A) continue until the expiration of any applicable statute of limitations (giving effect to any extensions thereof) with respect to any Losses resulting from any breach or inaccuracy of any representation or warranty contained in Section 3.12 or Section 3.14 hereof; and (B) the Claims Period shall continue indefinitely with respect to any Losses resulting from any breach or inaccuracy of any representation or warranty contained in Section 3.1, 3.2, 3.4, 4.1, 4.2, 5.1 or 5.2 hereof; and

  (ii)   with respect to any Losses covered by Sections 9.2(b), 9.2(c), 9.2(d), 9.2(e), 9.2(f), 9.2(g) or 9.3(b) hereof, the Claims Period shall continue until expiration of the applicable statute of limitations (after giving effect to any extensions thereof).

Notwithstanding the foregoing, if prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

  9.6   Threshold Amount; Limitation Amount. Notwithstanding anything to the contrary set forth herein, the ChoicePoint Entities shall be liable for Losses arising under Section 9.2(a) only to the extent that any such Losses exceed, in the aggregate, $500,000 (the "Threshold Amount"), and such liability shall be only for amounts which, in the aggregate, are in excess of the Threshold Amount, and in no event shall the aggregate liability of the ChoicePoint Entities under Section 9.2(a) exceed $9,750,000 (the "Limitation Amount"). Notwithstanding the foregoing, Losses arising under or pursuant to any matter constituting fraud or criminal activity under applicable Law by either of the ChoicePoint Entities or, prior to the date hereof, any ▇▇▇▇▇▇ Entity shall not be subject to the Threshold Amount or the Limitation Amount.

  9.7   Limitations on Indemnification. Notwithstanding anything contained herein to the contrary:

  (a)   The amount of Losses to which an Indemnified Party may be entitled to be indemnified against and reimbursed for under this Section 9 shall be (i) reduced by any indemnity or other recovery under any contract between an Indemnified Party and any third party and (ii) reduced by any insurance proceeds received by an Indemnified Party with respect to such Losses, (iii) reduced by any Tax benefits derived by an Indemnified Party as a result of such Losses; and (iv) increased by any Tax detriment suffered by an Indemnified Party as a result of its receipt of, or entitlement to, any indemnification payments including any increase in such payments pursuant to clause (iii). The parties shall cooperate with each other with respect to making claims under any contracts between an Indemnified Party and any third parties which agreements provide indemnification or similar rights for the benefit of the Indemnified Party. Such cooperation shall include making all reasonable claims and demands against any such third parties and pursuing such claims and demands in a commercially reasonable and timely manner.

  (b)   If the Indemnifying Party makes any payment under this Section 9 with respect to any Losses, the Indemnifying Party shall be subrogated, to the extent of such payment, to the rights of the Indemnified Party against any insurer or other party with respect to such Losses, and the Indemnified Party shall assign to the Indemnifying Party any and all rights with respect to which and to the extent to which indemnification shall have been sought or made under this Agreement, and the Indemnified Party shall not take any action which directly or indirectly would affect such claims that the Indemnifying Party may have with respect thereto and shall cooperate in a timely and commercially reasonable manner with the Indemnifying Party in pursuing such claims.

  (c)   Attorney, consultant, and other professional fees and disbursements incurred by an Indemnified Party in connection with this Section 9 shall be reasonable and based only on time actually spent which shall be charged at no more than such professional's standard hourly rate.

  9.8   Exclusive Remedy. Except as provided in Section 10 and Section 1.4, except to the extent a party may be entitled to the remedy of specific performance, and except for a breach of any representation, warranty, or covenant as a result of any matter constituting fraud or criminal activity under applicable Law, the indemnification provisions of this Section 9 shall be the exclusive remedy of the parties hereto against any other party under this Agreement or otherwise with respect to Losses.

  10.1   Preparation and Filing of Tax Returns. ChoicePoint will prepare and timely file or will cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the ▇▇▇▇▇▇ Entities and their assets or activities that (a) are required to be filed on or before the date hereof or (b) are required to be filed after the date hereof and (i) are Consolidated Tax Returns or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the ▇▇▇▇▇▇ Entities), or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof or that include the activities of any of the ▇▇▇▇▇▇ Entities prior to the date hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the ▇▇▇▇▇▇ Entities, be on a basis consistent with the last previous such Tax Returns filed in respect of the ▇▇▇▇▇▇ Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect of the ▇▇▇▇▇▇ Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePoint.

  10.2   Payment of Taxes.

  (a)   The ChoicePoint Entities shall be jointly and severally obligated to timely pay or cause to be paid (a) all Income Taxes, and all Taxes shown as due other than Income Taxes, with respect to Tax Returns which ChoicePoint is obligated to prepare and file or cause to be prepared and filed pursuant to Section 10.1 and (b) all Taxes other than Income Taxes due on or before the date hereof for which no Tax Return is required to be filed. Subject to the ChoicePoint Entities' obligations described in Section 10.2(b) to pay LabOne an amount equal to the amount of any Taxes attributable to a Pre-Closing Tax Period, LabOne shall pay or cause to be paid (a) all Taxes shown as due with respect to any Tax Return for any taxable period that includes (but does not end on) the date hereof (a "Straddle Period") which LabOne is obligated to prepare and file or cause to be prepared and filed pursuant to Section 10.1 and (b) all Taxes owed by any of the ▇▇▇▇▇▇ Entities for all taxable periods beginning after the date hereof.

  (b)   LabOne shall deliver to ChoicePoint copies of any Straddle Period Tax Return that LabOne is obligated to prepare and file or cause to be prepared and filed pursuant to Section 10.1 no later than ten (10) business days before filing for approval by ChoicePoint, which approval shall not be unreasonably withheld. Any such Tax Return shall be accompanied with a calculation by LabOne pursuant to the provisions of Section 10.7(b) of the amount of the Taxes shown on such Tax Return that are attributable to the Pre-Closing Tax Period, and that are therefore the joint and several responsibility of the ChoicePoint Entities. No later than three (3) business days prior to the due date of any such Straddle Period Tax Return, the ChoicePoint Entities shall be jointly and severally obligated to pay to LabOne an amount equal to the amount of such Taxes attributable to the Pre-Closing Tax Period pursuant to such calculation to the extent, if any, that such amount exceeds the sum of any estimated payments, deposits or credits made or applied prior to the date hereof and any amount reserved for tax liabilities on the Final Working Capital Statement with respect to the Taxes to which such Straddle Period Tax Return relates. In the event that ChoicePoint disagrees with such calculation, the ChoicePoint Entities shall not be relieved of their joint and several obligation to pay the amount resulting from such calculation, but may instead request that such calculation be reviewed by an independent accounting firm mutually agreeable to both ChoicePoint and LabOne. The decision of such independent accounting firm shall be final and binding upon the parties hereto, and the ChoicePoint Entities and LabOne shall each bear one-half of the fees and expenses of such accounting firm. LabOne shall pay to ChoicePoint the amount, if any, by which the sum of any estimated payments, deposits or credits made or applied prior to the date hereof with respect to such Tax for the Straddle Period exceeds the amount of such Taxes.

  10.3   Tax Sharing Agreements. On the date hereof, all Tax sharing agreements and arrangements between (a) any of the ▇▇▇▇▇▇ Entities, on the one side and (b) either of the ChoicePoint Entities or any of their subsidiaries or Affiliates, on the other side, will be terminated and have no further effect for any taxable year or period (whether a past, present or future year or period), and no additional payments will be made thereunder on or after the date hereof in respect of a re-determination of Tax liabilities or otherwise.

  10.4   Carryforwards and Carrybacks. LabOne will cause each of the ▇▇▇▇▇▇ Entities to elect, where permitted by Law, to carry forward any net operating loss, net capital loss, charitable contribution or other item arising after the date hereof that could, in the absence of such an election, be carried back to a taxable period of any of the ▇▇▇▇▇▇ Entities ending on or before the date hereof in which any of the ▇▇▇▇▇▇ Entities were included in a Consolidated Tax Return. LabOne, on its own behalf and on behalf of its Affiliates, hereby waives any right to use or apply any net operating loss, net capital loss, charitable contribution or other item of any ▇▇▇▇▇▇ Entity for any Tax year ending on any date following the date hereof to any period of any ▇▇▇▇▇▇ Entity ending on or before the date hereof with respect to which any of the ▇▇▇▇▇▇ Entities was included in a Consolidated Tax Return.

  10.5   Refunds and Credits. ChoicePoint will be entitled to retain, or receive immediate payment from LabOne or any of its subsidiaries or Affiliates (including the ▇▇▇▇▇▇ Entities) of any refund or credit arising with respect to any of the ▇▇▇▇▇▇ Entities (including, refunds and credits arising by reason of amended Tax Returns filed after the date hereof or otherwise) relating to Taxes with respect to any Tax period ending on or before the date hereof, including, without limitation, any refund relating to Kansas income Taxes with respect to the Tax period ending December 31, 1998; provided, however, that no value shall be assigned to any such prospective refund or credit on the Final Working Capital Statement. LabOne and the ▇▇▇▇▇▇ Entities will be entitled to retain, or receive immediate payment from ChoicePoint of, any refund or credit with respect to Taxes with respect to any taxable period beginning after the date hereof relating to any of the ▇▇▇▇▇▇ Entities. LabOne and ChoicePoint will equitably apportion any refund or credit with respect to Income Taxes with respect to any Straddle Period. Notwithstanding any other provision of this Section 10.5, ChoicePoint will be entitled to receive payment from LabOne of an amount equal to the amount of any credit claimed by LabOne or its subsidiaries (including the ▇▇▇▇▇▇ Entities) in any Tax Period beginning after the date hereof that is attributable to any consolidated unused foreign tax which is paid or accrued on or before the date hereof and attributed to any of the ▇▇▇▇▇▇ Entities under Treas. Reg Section 1.1502-79(d); provided, however, that no value shall be assigned to any such foreign tax credit on the Final Working Capital Statement.

  10.6   Tax Cooperation. Each of LabOne and ChoicePoint will provide the other party with such information and records and make such of its Representatives available as may reasonably be requested by such other party in connection with the preparation of any Tax Return or any audit or other proceeding that relates to any of the ▇▇▇▇▇▇ Entities.

  10.7   Tax Indemnification.

  (a)   The ChoicePoint Entities will jointly and severally indemnify, defend and hold the LabOne Indemnified Parties harmless from and against (i) all liability for Taxes of the ▇▇▇▇▇▇ Entities for any taxable period that ends on or before the date hereof and the portion of any Straddle Period ending on the date hereof, (ii) all liability (as a result of Treas. Reg. Section 1.1502-6(a) or otherwise) for Income Taxes of any ChoicePoint Entity or any other Person (other than the ▇▇▇▇▇▇ Entities) which is or has ever been affiliated with any of the ▇▇▇▇▇▇ Entities, or with whom any of the ▇▇▇▇▇▇ Entities otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Tax Return, prior to the date hereof, (iii) all liability for any breach of ChoicePoint's representations and warranties contained in Section 3.12 or the ChoicePoint Entities' covenants contained in this Section 10, (iv) all liability for any Taxes arising out of, or attributable to any of the distributions contemplated by Section 2 of this Agreement, and (v) all liability for reasonable legal, accounting and appraisal fees and expenses with respect to any item described in clause (i), (ii), (iii) or (iv) above; provided, however, that a LabOne Indemnified Party shall not be entitled to indemnification hereunder to the extent an accrual of liability or a specific reserve for such matter is included in the Final Working Capital Statement. Notwithstanding the foregoing, ChoicePoint will not indemnify, defend or hold harmless any member of the LabOne Indemnified Parties from any liability for Taxes attributable to any action taken on the date hereof by LabOne, any of its subsidiaries or Affiliates (including the ▇▇▇▇▇▇ Entities), or any transferee of LabOne or any of its subsidiaries or Affiliates (other than any such action taken in the ordinary course of business or expressly required or otherwise expressly contemplated by this Agreement) (a "LabOne Tax Act").

  (b)   LabOne will indemnify, defend and hold the ChoicePoint Indemnified Parties harmless from and against (i) except to the extent any of the ChoicePoint Entities is otherwise required to indemnify LabOne for such Tax pursuant to Section 10.7(a), all liability for Taxes of each of the ▇▇▇▇▇▇ Entities for any taxable period beginning after the date hereof and the portion of any Straddle Period beginning after the date hereof, (ii) all liability for Taxes attributable to a LabOne Tax Act, (iii) all liability for Taxes attributable to an election by LabOne under section 338 of the Code with respect to the purchase of the ▇▇▇▇▇▇ Entities and (iv) all liability for reasonable legal, accounting and appraisal fees and expenses with respect to any item described in clause (i), (ii) or (iii) above.

  (c)   The obligations of each party to indemnify, defend and hold harmless the other party or parties and other Persons, pursuant to Sections 10.7(a) and 10.7(b), will terminate upon the expiration of all applicable statutes of limitations (giving effect to any extensions thereof); provided, however, that such obligations to indemnify, defend and hold harmless will not terminate with respect to any individual item as to which an Indemnified Party shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the applicable Indemnifying Party.

  (d)   In the case of any Straddle Period:

  (i)   The periodic Taxes of each of the ▇▇▇▇▇▇ Entities that are not based on income or receipts (e.g., property Taxes) for the portion of any Straddle Period ending on the date hereof (the "Pre-Closing Tax Period") shall be computed based on the ratio of the number of days in the Pre-Closing Tax Period and the number of days in the entire Tax period;

  (ii)   Taxes of each of the ▇▇▇▇▇▇ Entities for the Pre-Closing Tax Period (other than Taxes described in Section 10.7(d)(i) above) will be computed as if such taxable period ended as of the close of business on the date hereof, and, in the case of any Taxes of any of the ▇▇▇▇▇▇ Entities attributable to the ownership by any of the ▇▇▇▇▇▇ Entities of any equity interest in any partnership or other "flowthrough" entity, as if a taxable period of such partnership or other "flowthrough" entity ended as of the close of business on the date hereof, and, in each case, if such Taxes are Income Taxes, such Income Taxes shall be computed by determining the items of income, expense, deduction, loss or credit on a "closing of the books" basis as of the end of the date hereof; and

  (iii)   Income Taxes of each of the ▇▇▇▇▇▇ Entities for which a Consolidated Tax Return is filed will be computed in accordance with the principles of Treas. Reg. Section 1.1502-76 as if separate returns had been filed for each of the ▇▇▇▇▇▇ Entities for such Pre-Closing Tax Period and all prior taxable periods.

  (e)   Any indemnity payment required to be made pursuant to this Section 10.7 will be paid within thirty (30) days after the Indemnified Party makes written demand upon the Indemnifying Party, but in no case earlier than five (5) business days prior to the date on which the relevant Taxes are required to be paid (or would be required to be paid if no such Taxes are due) to the relevant taxing authority (including estimated Tax payments).

  10.8   Tax Contests.

  (a)   If a claim is made by any taxing authority which, if successful, might result in an indemnity payment to any member of the LabOne Indemnified Parties or ChoicePoint Indemnified Parties pursuant to Section 10.7, the Indemnified Party will promptly notify the Indemnifying Party of such claim (a "Tax Claim"); provided, however, that the failure to give such notice will not affect the indemnification provided hereunder except to the extent the Indemnifying Party has actually been prejudiced as a result of such failure.

  (b)   With respect to any Tax Claim relating to Taxes and relating to a taxable period ending on or before the date hereof or to any other taxable period in which any of the ▇▇▇▇▇▇ Entities joined in filing any Consolidated Tax Return, ChoicePoint will control all proceedings and may make all decisions in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. LabOne will control all proceedings and may make all decisions in connection with any Tax Claim other than a Tax Claim described in the first sentence of this Section 10.8(b) or a Tax Claim described in Section 10.8(c) (including selection of counsel).

  (c)   ChoicePoint and LabOne will jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of any of the ▇▇▇▇▇▇ Entities for any Straddle Period. Neither ChoicePoint nor LabOne will settle any such Tax Claim without the prior written consent of the other (which consent shall not be unreasonably withheld).

  (d)   Each of LabOne, the ▇▇▇▇▇▇ Entities and their respective Affiliates, on the one hand, and the ChoicePoint Entities and their respective Affiliates, on the other, will cooperate in contesting any Tax Claim, which cooperation will include the retention and (upon request) the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

  10.9   Definitions. As used in this Agreement:

  (a)   "Consolidated Tax Returns" means Tax Returns which include the ▇▇▇▇▇▇ Entities, on the one hand, and the ChoicePoint Entities or any of their subsidiaries or Affiliates (other than the ▇▇▇▇▇▇ Entities), on the other hand; and

  (b)   "Income Taxes" means all Taxes based upon, measured by, or calculated with respect to (a) net income or profits (including any capital gains, minimum taxes and any Taxes on items of tax preference, but not including sales, use, real property gains, real or personal property, gross or net receipts, transfer or other similar Taxes) or (b) multiple bases (including corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based upon, measured by, or calculated with respect to is described in clause (a) of this definition.

  11.1   Notices. All notices, communications and deliveries hereunder shall be made in writing signed by the party making the same, shall specify the section hereunder pursuant to which it is given or being made, and shall be delivered personally or by telecopy transmission or sent by registered or certified mail or by any express mail or courier delivery service (with postage and other fees prepaid) as follows:

To the ChoicePoint Entities:

ChoicePoint Services Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:J. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, Esq.
Telephone:(▇▇▇) ▇▇▇-▇▇▇▇
Telecopy:(▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:
King & Spalding
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Telephone:(▇▇▇) ▇▇▇-▇▇▇▇
Telecopy:(▇▇▇) ▇▇▇-▇▇▇▇

To LabOne:
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: W. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇
Telephone:(▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:
Reboul, MacMurray, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Kristol
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

or to such other representative or at such other address of a party as such party hereto may furnish to the other parties in writing. Such notice shall be effective upon the date of delivery or refusal of delivery, if sent by personal delivery, registered, certified, or express mail, or courier delivery, or upon transmission by telecopy transmission, if immediately confirmed by telephone or electronic means.

  11.2   Attachments. All schedules, annexes and exhibits attached hereto are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement.

  11.3   Successors in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and each of their respective successors and permitted assigns. No party may assign this Agreement or its rights or obligations hereunder without, if any ChoicePoint Entity intends to assign, the consent of LabOne or, if LabOne intends to assign, the consent of the Parent. Any attempted assignment in violation of this Section 11.3 shall be null and void. Notwithstanding the foregoing, from and after the date hereof, any party may assign this Agreement to any purchaser of a majority of its capital stock (whether by merger or otherwise) or all or substantially all of its assets.

  11.4   Number; Gender. Whenever the context so requires, the singular number shall include the plural and the plural shall include the singular, and the gender of any pronoun shall include the other genders.

  11.5   Captions. The titles, captions, and table of contents contained in this Agreement are inserted herein only as a matter of convenience and for reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision hereof. Unless otherwise specified to the contrary, all references to sections are references to sections of this Agreement and all references to exhibits, annexes and schedules are references to exhibits, annexes and schedules to this Agreement.

  11.6   Knowledge.

  (a)   "To the knowledge of ChoicePoint" or any similar phrase contained in this Agreement shall mean to the actual knowledge, after reasonable investigation, of ▇▇▇▇▇▇▇ ▇. Curling, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, J. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ or any executive officer or director of any of the ▇▇▇▇▇▇ Entities (the "ChoicePoint Executives").

  (b)   "To the knowledge of LabOne" or any similar phrase contained in this Agreement shall mean to the actual knowledge, after reasonable investigation, of any executive officer or director of LabOne.