Preview | Asset Purchase Agreement |

6.	Conditions to Obligations of the Buyer
6.1.	Continued Truth of Representations and Warranties of the Company; Compliance with Covenants and
Obligations
6.2.	Corporate Proceedings
6.3.	The Acquired Assets
6.4.	Governmental Approvals
6.5.	Consent of Third Parties
6.6.	Adverse Proceedings
6.7.	Opinion of Counsel
6.8.	Material Adverse Change
6.9.	Ancillary Sales
6.10.	Closing Deliveries
7.	Conditions to Obligations of the Company
7.1.	Continued Truth of Representations and Warranties of the Buyer; Compliance with Covenants and Obligations
7.2.	Corporate Proceedings
7.3.	Governmental Approvals
7.4.	Consents of Third Parties
7.5.	Adverse Proceedings
7.6.	Opinion of Counsel
7.7.	Closing Deliveries
8.	Indemnification
8.1.	By the Company
8.2.	By the Buyer
8.3.	Claims for Indemnification
8.4.	Defense by the Indemnifying Party
8.5.	Payment of Indemnification Obligation
8.6.	Survival of Representations; Claims for Indemnification
8.7.	Limitation on Indemnification Obligations
8.8.	Exclusive Remedy
9.	Post-Closing Agreements
9.1.	Limitation on Use of Name
9.2.	Non-Competition Agreement
9.3.	Sharing of Data
9.4.	Cooperation of the Company
9.5.	Transition Services of the Company
9.6.	Continued License to HealthGate Consortium
10.	Termination of Agreement; Option to Proceed; Damages
10.1.	Termination by Lapse of Time
10.2.	Termination by Agreement of the Parties
10.3.	Termination by Reason of Breach
10.4.	Termination Pursuant to a Superior Offer
10.5.	Availability of Remedies at Law
11.	Brokers
11.1.	For the Company
11.2.	For the Buyer
12.	Notices

1.	Purchase and Sale of the Assets
1.1.	Purchase of the Assets
1.2.	Further Assurances
1.3.	Purchase Price for the Acquired Assets
1.4.	Assumption of Certain Liabilities
1.5.	Allocation of Purchase Price and Assumed Liabilities
1.6.	Closing
2.	Representations of the Company
2.1.	Organization
2.2.	Authorization
2.3.	Ownership of Acquired Assets
2.4.	Acquired Assets Complete
2.5.	Intellectual Property
2.6.	Litigation
2.7.	Insurance
2.8.	Solvency
2.9.	Compliance with Laws
2.10.	Absence of Undisclosed Liabilities
2.11.	No Violation
2.12.	Employees
2.13.	Employee Benefit Plans
2.14.	Company SEC Filings
2.15.	Tax Matters
2.16.	Disclosure
3.	Representations of the Buyer
3.1.	Organization and Authority
3.2.	Authorization
3.3.	Financial Capability
3.4.	Disclosure
4.	Access to Information; Public Announcements
4.1.	Access to Management, Properties and Records
4.2.	Publicity and Confidentiality
5.	Pre-Closing Covenants of the Company
5.1.	Conduct of Business
5.2.	Absence of Material Changes
5.3.	Communications with Customers and Suppliers
5.4.	Stockholder Meeting
5.5.	No Solicitation
5.6.	Assumed Contracts
5.7.	URAC
5.8.	Supplements to Schedules

13.	Successors and Assigns
14.	Entire Agreement; Amendments; Attachments
15.	Severability
16.	Expenses