Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. Subject to applicable Law relating to the exchange of information, the Company shall afford to Parent and Parent’s Representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ properties, books, Contracts, personnel and records and the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to the terms of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject to To the extent permitted by applicable Law relating to the exchange of informationLaw, the Company agrees that upon reasonable notice it shall (and shall cause its Significant Subsidiaries to) afford to Parent and ParentGroup’s Representatives reasonable access access, during normal business hours during throughout the period prior to the Effective Time or the termination of this Agreement Time, to all of its and its Subsidiaries’ properties, books, Contracts, personnel and records and the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of regarding the Company and its SubsidiariesSubsidiaries as may reasonably be requested by Parent and shall cause its executive officers to be reasonably available to Parent Group to respond to reasonable questions regarding such information and, if requested, the Company agrees to assist Parent and its Representatives in developing a transition or integration plan to be utilized by Parent and its Representatives following the consummation of the Merger and the other transactions contemplated by this Agreement; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (A) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (B) the information is subject to confidentiality obligations to a third party (provided, that the Company shall use its best efforts to obtain a waiver of such confidentiality obligations to permit Parent Group to have access) or (C) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (C), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its reasonable judgmentsole discretion, that so doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize will fully preserve the protection of an attorney-client privilege or the attorney work product doctrine. The privilege; provided further, however, that any information provided will to Parent Group pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (C) above) and the terms of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases terms of the Confidentiality Agreement shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheldcontrol. No investigation pursuant to this Section 6.7 or review of information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject From the date of this Agreement until the Acceptance Time and subject to applicable Law relating to the exchange of informationApplicable Law, the Company shall, and shall afford cause its Subsidiaries to, upon reasonable notice and request, (i) give to Parent Parent, its counsel, financial advisors, auditors and Parent’s Representatives other authorized representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ offices, properties, books, Contracts, personnel books and records and the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX databaserecords, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives such Persons may reasonably request; request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives representatives to cooperate with Parent in its investigation. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing contained in this Section 7.4 shall, prior to the Acceptance Time, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries; provided, however, that the Company may restrict the foregoing shall make a good faith effort to accommodate any request from Parent for access if the Company determines, or information pursuant to this Section in its reasonable judgment, a manner that doing so would violate applicable Law or does not result in such a Contract or obligation of confidentiality owing waiver. All information furnished pursuant to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will this Section shall be subject to the terms Mutual Non-Disclosure Agreement, dated as of March 25, 2009, between Parent and the Company (as amended, the “Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense”), without the Company’s consent, which consent shall not be unreasonably withheld. No information or knowledge obtained by Parent in any investigation pursuant to this Section 6.7 7.4 shall affect or information providedbe deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding anything to the contrary herein, made available or delivered Parent shall not have the right to perform any invasive testing on any Leased Real Property. Any access granted to Parent pursuant to this Agreement (other than, shall be subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoCompany’s reasonable security measures.

Access to Information; Confidentiality. Subject to applicable Law relating to (a) During the exchange of informationPre-Closing Period, the Company shall afford afford, and shall cause the Company Subsidiaries and the officers, directors and employees of the Company and the Company Subsidiaries to afford, the officers, employees and agents of Parent and Parent’s Representatives Merger Sub reasonable access during normal business hours during the period prior upon reasonable written notice and in a manner that does not unreasonably disrupt or interfere with business operations, to the Effective Time or Company's and the termination of this Agreement to all of its and its Company Subsidiaries’ ' officers, employees, properties, facilities, books, Contractsrecords, personnel correspondence (in each case, whether in physical or electronic form), contracts and records other assets as Parent shall reasonably request, and the Company shall promptly furnish promptly to Parent and Merger Sub (i) a copy of each report, schedule, registration statement schedule and other document filed or submitted by it pursuant to the requirements of federal Federal or state securities Laws and a copy of any communication (including "comment letters") received by the Company from the SEC concerning compliance with securities laws with respect to matters unrelated to the extent copies of such reports, schedules Transactions and other documents are not accessible via the SEC’s XXXXX database, (ii) all other information concerning its and its the Company Subsidiaries’ ' business, properties and personnel personnel, in each case (A) as Parent through its officers, employees or any of its Representatives agents may reasonably request; and , (iiiB) instruct its employeesthat are in the possession, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation custody or control of the Company or any Company Subsidiary, and its Subsidiaries; provided(C) the disclosure of which would not violate any Law, however, that cause to be waived the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or other similar privilege with respect to any material matter (provided that such privilege cannot in the attorney work product doctrine. The information provided will Company's good faith judgment be subject to reasonably sufficiently protected using a joint defense or other similar agreement), result in the terms disclosure of any trade secrets of third parties or violate any obligation of the Confidentiality AgreementCompany or any Company Subsidiary with respect to confidentiality. Parent, Merger Sub and their representatives may not conduct respective officers, employees and agents will hold any environmental sampling such information that is non-public in confidence in accordance with the Confidentiality Agreement. No additional investigations or require that the Company do so (which in all cases disclosures shall be at Parent’s sole expense), without affect the Company’s consent's representations and warranties contained herein, which consent shall not be unreasonably withheld. No investigation or limit or otherwise affect the remedies available to Parent and Merger Sub pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoAgreement.

Access to Information; Confidentiality. Subject to the confidentiality agreement, dated February 11, 2003 (the "Confidentiality Agreement"), by and between Parent and the Company, and subject to applicable Law relating to the exchange of informationlaws and regulations, the Company and Target OP shall afford to Parent and Parent’s Representatives to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of Parent and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ the respective properties, books, Contractscontracts, commitments, personnel and records and of the Company and its subsidiaries and, during such period, the Company and Target OP shall furnish promptly to the Parent (ia) a copy of each material report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of with any Governmental Entity and (b) such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request. No review of information, documentation or materials by Parent pursuant to this Section 5.2 shall affect any representation or warranty made by the Company to Parent; provided, however, that Parent will notify the Company promptly of any facts, information, documentation or materials which come to Parent's attention during the course of its review pursuant to this Section 5.2 which lead Parent to believe that any of the Company's representations or warranties herein are inaccurate or incomplete. The Company and (iii) instruct its Parent will hold, and will cause each of their respective officers, current employees, accountants, counsel, financial advisors, auditors agents, lenders and other authorized Representatives representatives and affiliates to cooperate hold, any nonpublic information in accordance with Parent in its investigation of the Company and its Subsidiaries; provided, however, that the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to the terms of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that Notwithstanding anything to the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contrary contained in this Agreement Agreement, each of Parent and the Company (and each employee, representative, or other agent of Parent or the conditions hereunder Company) may disclose to any and all persons, without limitation of any kind, the obligations tax treatment and tax structure of the parties heretotransactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.

Access to Information; Confidentiality. Subject (a) The Company shall, and shall cause its Subsidiaries, to applicable Law relating to the exchange of information, the Company shall afford (i) provide to Parent and Parent’s its Representatives access at reasonable access during times (including normal business hours during the period hours) upon prior notice to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ officers, employees, properties, books, Contracts, personnel books and records and the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that (ii) furnish promptly such information concerning the Company and its Subsidiaries as Parent may restrict reasonably request, including updates concerning the foregoing Material Litigation and copies of all material pleadings or other material documents, in each case that are filed with any applicable court, and copies of all material written communications exchanged between the Company and any adverse party in the Material Litigation with respect to such Material Litigation, and (iii) keep Parent promptly informed of any material developments regarding the Material Litigation. Notwithstanding the foregoing, the Company shall not be required to provide such access or disclosure to the extent it reasonably determines that such access or disclosure would unreasonably damage the Company’s properties or assets or disrupt or unreasonably impair the business or operations of the Company and its Subsidiaries. Nothing herein shall require the Company or any of its Subsidiaries to disclose information to the extent such disclosure (A) would result in a waiver of or would reasonably be expected to materially weaken a claim for attorney-client privilege, settlement discussion privilege, work product doctrine or similar privilege, (B) would cause competitive harm to the business of the Company or its Subsidiaries if the Company determines, in its reasonable judgment, that doing so transactions contemplated by this Agreement are not consummated or (C) would violate any applicable Law or a Contract or any confidentiality obligation of confidentiality owing to a third-such party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to the terms existing as of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withhelddate hereof. No investigation conducted pursuant to this Section 6.7 6.3 shall affect or information providedbe deemed to qualify, modify or limit any representation or warranty made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in by the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoAgreement.

Access to Information; Confidentiality. Subject to applicable Law Laws relating to the exchange of information, the Company shall, and shall afford cause each of its Subsidiaries to, pursuant to the reasonable request of Parent and Parent’s Representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ properties, books, Contracts, personnel and records and the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement schedule and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) such other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate requested in connection with Parent in its investigation the completion of the Company and its Subsidiaries; providedTransactions. Notwithstanding the foregoing, however, that the Company may restrict the foregoing access shall not be obligated to provide information pursuant to this Section 6.7 if (x) the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or party, jeopardize the protection of an attorney-client privilege privilege, require disclosure of commercially sensitive or personal information or result in the disclosure of any trade secrets, or (y) such information relates to or includes the evaluation, deliberations or minutes of the Special Committee or the attorney Company Board (or any committee thereof) related to the Transactions or any other strategic alternatives involving the Company or any materials provided to the Special Committee or the Company Board (or any committee thereof) in connection therewith; provided however, the parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 6.7 in a manner so as to preserve the applicable privilege or protection with respect to such information. The Until the Effective Time, any information provided pursuant to this Section 6.7 will be deemed “Confidential Information” (as such term is defined by the Confidentiality Agreement) subject to the terms of that certain letter agreement regarding, among other things, the confidentiality of certain information provided to Parent in connection with its evaluation of the Transactions, dated as of October 18, 2012, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense”), and, without limiting the Company’s consentgenerality of the foregoing, which consent Parent shall not, and shall cause its Representatives not be unreasonably withheldto, use such information for any purpose unrelated to the consummation of the Transactions. No investigation investigation, or information received, pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect modify any of the representations or and warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoCompany.

Access to Information; Confidentiality. Subject to applicable Law relating to the exchange of information, the Company (a) Each party shall afford to Parent the other parties hereto, and Parent’s Representatives the other parties’ Representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ properties, books, Contractscontracts, commitments, personnel and records and the Company and, during such period, each party shall furnish promptly to Parent the others (ia) a copy of each report, schedule, registration statement and other document filed by it such party during such period pursuant to the requirements of federal Federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (iib) consistent with its legal obligations all other information concerning its such party and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives the other party may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that the Company either party may restrict the foregoing access if to the Company determinesextent that any law, in its reasonable judgmenttreaty, that doing so would violate rule or regulation of any Governmental Authority applicable Law or a Contract or obligation of confidentiality owing to a third-such party requires such party or jeopardize the protection of an attorney-client privilege its Subsidiaries to restrict access to any properties or the attorney work product doctrineinformation. The information provided will be subject to Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of April 28, 2005, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense”), without each party shall hold, and shall cause its Representatives to hold, all information received from the Company’s consentother party, which consent shall not be unreasonably withhelddirectly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.7 6.02 or information provided, made available or delivered to Parent received by any party hereto pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject to applicable Law relating to Seller shall, and shall cause each of the exchange of informationSeller Subsidiaries to, the Company shall afford to Parent and Parent’s Representatives its officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access upon reasonable prior notice and during normal business hours and without disruption to the business or operations of Seller and its Subsidiaries during the period prior to the Effective Time or the termination of this Agreement Closing to all of its the Portfolio Properties, and its Subsidiaries’ properties, books, Contractscontracts, commitments, personnel and records to the extent relating thereto and, during such period, Seller shall, and shall cause each of the Company shall Seller Subsidiaries to, (a) furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws Law, to the extent copies of such reports, schedules relating to the Portfolio and other documents are not accessible via the SEC’s XXXXX database, (iib) use reasonable best efforts to furnish promptly to Parent all other information concerning its and its Subsidiaries’ business, properties and personnel the Portfolio as Parent or any of its Representatives may reasonably request; . Purchaser shall have no right to access to, and (iii) instruct shall not seek access to or visit, any Portfolio Property owned as of the date hereof by Chateau Communities, Inc. or its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent subsidiaries until the Merger Transaction Consummation without the prior written consent of Seller in its investigation of the Company and its Subsidiaries; provided, however, that the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to the terms of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withhelddiscretion. No investigation pursuant to under this Section 6.7 4.1 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will otherwise shall affect any of the Seller's representations or warranties of the Company contained in this Agreement or the conditions hereunder any condition to the obligations of the parties heretounder this Agreement. Each of Seller and Parent and Purchaser will hold, and will cause its respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information in confidence to the extent required by, and in accordance with, and will comply with the provisions of the letter agreement between Chateau Communities, Inc. and Purchaser dated as of April 29, 2003, as amended, including by adding Seller as a beneficiary thereof, on August 14, 2003 (as amended, the "Confidentiality Agreement"). Nothing in this Agreement or the Confidentiality Agreement shall prohibit the disclosure of the tax treatment and tax structure, each as defined in Treasury Regulations Section 1.6011-4, of the Sale or other transactions contemplated hereby (but no other details about the matters covered by this Agreement, including the identities of the parties) from and after the earliest to occur of (i) the date of the public announcement of discussions relating to the Sale, (ii) the date of the public announcement of the Sale, or (iii) the date of the execution of an agreement (with or without conditions) to enter into the Sale (it being understood by the parties that a "public announcement of discussions" shall mean a public announcement permitted by this agreement (or otherwise permitted by agreement of the parties) as distinguished from a third party announcement or a leak).

Access to Information; Confidentiality. Subject to Upon reasonable notice, and except as may otherwise be prohibited by applicable Law relating to the exchange of informationLaw, the Company shall, and shall cause each of the Company Subsidiaries and each of its and their respective Representatives (collectively, the “Company Representatives”) to, (i) afford to Parent and Parent’s Merger Sub, and each of their respective Representatives (collectively, the “Parent Representatives”), reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ their respective properties, booksoffices and other facilities, books and records, Contracts and personnel (including officers, employees and agents) and (ii) furnish or cause to be furnished such information concerning the business, properties, Contracts, personnel and records and the Company shall furnish promptly to Parent (i) a copy of each reportassets, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties liabilities and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiariesthe Company Subsidiaries as Parent, Merger Sub or any Parent Representative may reasonably request; provided, however, that the Company may restrict the foregoing access if shall not require the Company determinesto permit any inspection, in its reasonable judgmentor to disclose any information, that doing so in the reasonable judgment of the Company would result in the disclosure of any trade secrets of the Company and the Company Subsidiaries or violate applicable Law any of its contractual obligations or a Contract any obligations with respect to confidentiality or obligation privacy; and provided, further, that nothing in this Section 7.03 shall require the Company to take or allow any action that would unreasonably interfere with the Company’s or any Company Subsidiary’s business or operations. In no event shall the Company or any Company Subsidiary be required pursuant to this Section 7.03 to conduct or allow to be conducted any invasive testing of confidentiality owing soil, groundwater or building components at any property of the Company or any Company Subsidiary. All information exchanged pursuant to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will this Section 7.03 shall be subject to the terms of Confidentiality Agreement, and the Confidentiality Agreement. Parent, Merger Sub Agreement shall remain in full force and their representatives may not conduct any environmental sampling or require that the Company do so (which effect in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoaccordance with its terms.

Access to Information; Confidentiality. (a) Subject to applicable Law relating to the exchange of informationLaw, upon reasonable notice, the Company shall afford to Parent and Parent’s Representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ Company’s officers, employees, agents, properties, books, Contracts, personnel Contracts and records and the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of Parent’s Representatives such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, personnel, assets, liabilities and properties and personnel as Parent or any of its Representatives may reasonably request; provided that Parent and its Representatives shall (iiix) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives conduct any such activities in such a manner as not to cooperate interfere unreasonably with Parent in its investigation the business or operations of the Company and its Subsidiaries(y) not be permitted to conduct any invasive sampling or environmental testing; provided, further, however, that the Company may restrict the foregoing shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would be reasonably likely to (i) violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize third party, (ii) waive the protection of an attorney-client privilege or other legal privilege or (iii) expose the attorney work product doctrineCompany to risk of liability for disclosure of sensitive or personal information. The Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not be reasonably likely to violate the applicable Law, Contract or obligation or risk waiver of such privilege. All requests for information made pursuant to this Section 5.07 shall be directed to the Person designated by the Company. Until the Effective Time, the information provided will be subject to the terms of the confidentiality agreement dated as of November 5, 2020 by and between GLNG and NFE Atlantic Holdings LLC (as may in the future be amended from time to time, the “Confidentiality Agreement”). ParentFor the avoidance of doubt, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant with respect to this Section 6.7 or information provided5.07, made available or delivered to Parent pursuant to this Agreement (other than, Stonepeak shall be subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any terms of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoConfidentiality Agreement.

Access to Information; Confidentiality. (a) Subject to applicable Law Laws relating to the exchange of information, the Company Seller shall afford to Parent Parent’s and ParentPurchaser’s Representatives reasonable access during normal business hours during the period prior to the Effective Time Second Closing or the termination of this Agreement to all of its and its Subsidiaries’ properties, books, Contracts, personnel and records and the Company Seller shall (i) furnish promptly to Parent and Purchaser (i1) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii2) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent Parent, Purchaser or any of its their Representatives may reasonably request; request and (iiiii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent and Purchaser in its their investigation of the Company Seller and its Subsidiaries; provided, however, that the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to the terms of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that Neither the Company do so (which in all cases Seller nor its Subsidiaries shall be at Parent’s sole expense)required to provide access to or to disclose information where such access or disclosure would materially interfere with the conduct of its business, without contravene any Law, rule, regulation, order, judgment, decree, or would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege. The parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangement under circumstances in which the Company’s consent, which consent shall not be unreasonably withheldrestrictions of the preceding sentence apply. No investigation pursuant to this Section 6.7 4.6 or information provided, made available or delivered to Parent Purchaser pursuant to this Agreement (other than, subject to Section 9.8, than information contained in the Company Seller Disclosure Schedule) will affect any of the representations or warranties of the Company Seller contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject to applicable Law relating to the exchange of informationLaw, and upon reasonable prior written notice, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and Parent’s to its Representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ their properties, books, Contractsoffices, personnel and books and records and and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent (i) a copy of each reportall financial, schedule, registration statement operating and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules data and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that any such access shall not interfere unreasonably with the business or operations of the Company may restrict the foregoing access if or the Company determines, Subsidiaries or otherwise result in its reasonable judgment, that doing so would violate applicable Law any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or a Contract material furnished pursuant to this Section 6.02 includes materials or obligation of confidentiality owing information subject to a third-party or jeopardize the protection of an attorney-client privilege or the attorney privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. The All information provided will exchanged pursuant to this Section 6.02 shall be subject to the terms non-disclosure agreement, dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense”), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 6.02 or information provided, made available provided or delivered to Parent received by any party hereto pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoAgreement.

Access to Information; Confidentiality. Subject to applicable Law relating to (m) Upon reasonable prior notice, from the exchange date hereof until the earlier of information, the Company shall afford to Parent and Parent’s Representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of in accordance with its terms, the Company shall, and its Subsidiaries’ properties, books, Contracts, personnel and records shall cause the Company Subsidiaries and the Company shall furnish promptly to Parent (i) a copy of each reportofficers, scheduledirectors, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation agents of the Company and its Subsidiariesthe Company Subsidiaries to, afford the officers, employees and other Representatives of Parent and Purchaser reasonable access at all reasonable times to the officers, employees, agents, properties, offices, plants and other facilities, books and records of the Company and each Company Subsidiary, including the Owned Company Intellectual Property, and shall furnish Parent and Purchaser with such financial, operating and other data and information (including the work papers of the Company’s accountants) as Parent or Purchaser, through their officers, employees and other Representatives, may reasonably request as long as these actions are in compliance with all applicable data privacy/protection Laws; provided, however, that the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, such disclosure shall not be required to include any information that doing so would violate applicable Law or a Contract or obligation of confidentiality owing is subject to a thirdstatutory non-disclosure or similar provision or agreement with a Governmental Authority, prime contractor, higher-tier subcontractor, distributor, or other third party for end-use by a Governmental Authority (collectively, “Governmental Contracting Parties”) unless solely provided to the recipient’s outside counsel who may summarize such information and share its findings (but not the underlying information) with Parent and Purchaser, or jeopardize the protection of that is subject to an attorney-client privilege or the attorney work product doctrine. The information provided will be other legal privilege, or that is subject to a non-disclosure agreement with a third party. If requested by Parent, the terms Company agrees to use its reasonable best efforts to secure the consent of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling appropriate Governmental Contracting Party or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant other third party to this Section 6.7 or permit disclosure of such protected information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoand Purchaser.

Access to Information; Confidentiality. Subject to applicable Law relating to (a) From the exchange date hereof until the earlier of information, the Company shall afford to Parent and Parent’s Representatives reasonable access during normal business hours during the period prior to the Effective Time or and the termination of this Agreement pursuant to all of its and its Subsidiaries’ propertiesArticle VIII, booksupon reasonable prior written notice from Parent, Contracts, personnel and records and the Company shall, and shall furnish promptly to Parent cause its Subsidiaries to, (i) a copy afford Parent, the Debt Financing Sources and their respective Representatives reasonable access, consistent with applicable Law, during business hours to the operations of each reportthe Company, scheduleits principal personnel and Representatives and properties, registration statement offices, and other document filed by it pursuant facilities and to all books and records, and shall furnish Parent, the requirements of federal or state securities Laws to the extent copies of such reportsDebt Financing Sources and their respective Representatives with all financial, schedules operating and other documents are not accessible via data and information as Parent and the SEC’s XXXXX databaseDebt Financing Sources and their respective Representatives, may from time to time reasonably request in writing in connection with the transactions contemplated by this Agreement and (ii) other information concerning its afford the Subsequent Transaction Buyer and its Subsidiaries’ businessrespective Representatives reasonable access to the Clinic Joint Ventures related to the Subsequent Transaction and the books, properties records, principal personnel and Representatives thereof. Any such access shall be conducted on a basis consistent with the access provided prior to the execution of this Agreement, including with regard to the treatment of items identified as “competitively sensitive information”. Notwithstanding the foregoing, any such access shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the Company’s officers, employees and other authorized Representatives of their normal duties and, for the avoidance of doubt, (i) shall not include any environmental sampling or invasive environmental testing and (ii) shall not require the Company to make available access to the Clinic Joint Ventures or the principal personnel and representatives thereof except as Parent consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed). Neither the Company nor any of its Subsidiaries shall be required to provide access or to disclose information where such access or disclosure would violate or prejudice its rights or the rights of any of its officers, directors or employees, jeopardize any attorney-client privilege of the Company or any of its Representatives may reasonably request; and (iii) instruct its employeesSubsidiaries, counselor contravene any applicable Law, financial advisorsrule, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries; regulation, order, judgment, decree or binding agreement provided, however, however that the Company may restrict the foregoing shall use its commercially reasonable efforts to allow for such access if the Company determines, or disclosure in its reasonable judgment, a manner that doing so would violate applicable Law or does not result in a Contract or obligation loss of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrineprivilege. The All requests for information provided will be subject to the terms of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation made pursuant to this Section 6.7 6.5(a) shall be directed to the General Counsel of the Company or information providedsuch other Person as is designated in writing by the Company. No access, made available review or delivered to Parent notice pursuant to this Agreement (other than, subject to Section 9.8, information contained in 6.5 shall have any effect for the Company Disclosure Schedule) will affect purpose of determining the accuracy of any representation or warranty given by any of the representations or warranties Parties to any of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoother Parties.

Access to Information; Confidentiality. Subject to applicable Law Laws relating to the exchange of information, the Company shall afford to Parent and Parent’s Representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ properties, books, Contracts, personnel and records and the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrineprivilege. The information provided will be subject to the terms of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 6.8 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject to applicable Law relating The Company shall, and shall cause each of its Subsidiaries to, throughout the period from the date hereof to the exchange of informationEffective Time, (i) provide the Company shall afford Parent and, at Parent's request, its Representatives with full access to Parent the Company's facilities, upon reasonable prior notice and Parent’s Representatives reasonable access during normal business hours during hours, and to all officers, employees, agents and accountants of the period prior Company and its Subsidiaries and their respective assets, properties, books and records, but only to the Effective Time or extent that such access does not unreasonably interfere with the termination business and operations of this Agreement to all of its the Company and its Subsidiaries’ properties, books, Contracts, personnel and records and the Company shall (ii) furnish promptly to Parent such persons (ix) a copy of each report, schedulestatement, registration statement schedule and other document filed or received by it the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities Laws to the extent laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (y) all other information and data (including, without limitation, copies of such reportsContracts, schedules Company Employee Benefit Plans and other documents are not accessible via books and records) concerning the SEC’s XXXXX database, (ii) other information concerning its business and operations of the Company and its Subsidiaries’ business, properties and personnel Subsidiaries as Parent or any of its Representatives such other persons reasonably may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to the terms of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 paragraph or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will otherwise shall affect any of the representations representation or warranties of the Company warranty contained in this Agreement or the conditions hereunder any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 6.01 shall constitute "Confidential Information" (as such term is defined in the Confidentiality and Non-Disclosure Agreement dated as of December 4, 1998 between the Company and CIBC Xxxxxxxxxxx Corp. (now CIBC World Markets Corp.), as amended (the "Confidentiality Agreement")) and Parent and Sub each hereby agree to be bound by the Confidentiality Agreement as if it were the Recipient (as defined in the Confidentiality Agreement).

Access to Information; Confidentiality. Subject to restrictions of applicable Law relating to the exchange of informationlaw (including antitrust laws), the Company shall, and shall cause each of its Subsidiaries to, afford to Parent Parent, and to Parent’s Representatives officers, employees, accountants, counsel, financial advisors and other representatives, upon reasonable notice, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ their respective properties, books, Contractscontracts, personnel commitments and records and and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to Parent (ia) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal Federal or state securities Laws to the extent copies of such reports, schedules laws and other documents are not accessible via the SEC’s XXXXX database, (iib) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives request which are reasonably related to cooperate with Parent in its investigation an orderly transition of control of operations of the Company and its Subsidiariesfollowing the Closing, including planning for the integration of computer systems; provided, however, that (x) the Company may restrict withhold the foregoing access if documents and information to the extent required to comply with the terms of a confidentiality agreement with a third party in effect on the date of this Agreement or to the extent that such information is commercially sensitive as between Parent and Sub, on the one hand, and the Company determineson the other and (y) in no event shall Parent, Sub or any of their respective Representatives be permitted to conduct any appraisals or audits of the Company’s inventory or other assets without the Company’s prior written consent (which consent may be withheld in its reasonable judgmentthe Company’s sole and absolute discretion); and provided further that such investigation or access shall not unreasonably disrupt the Company’s operations. Notwithstanding anything to the contrary in this Section, that doing so would violate the Company shall not be required to provide any information which it reasonably believes it may not provide Parent or Sub by reason of applicable Law law, rules or a Contract regulations, which constitutes information protected by attorney/client privilege, which the Company or obligation any Subsidiary is required to keep confidential by reason of confidentiality owing contract, agreement or understanding with third parties, or which the Company reasonably believes is competitively sensitive. All information exchanged pursuant to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will this Section 7.4 shall be subject to the terms of confidentiality agreement between the Confidentiality Agreement. Company and Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense)dated January 18, without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties hereto2017.

Access to Information; Confidentiality. Subject to applicable Law relating to the exchange of information, the The Company shall afford to Parent Parent, and to Parent’s Representatives officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the period prior to the earlier of the Effective Time or and the termination of this Agreement to all of its and its Subsidiaries’ properties, books, Contracts, personnel books and records and to those employees of the Company to whom Parent reasonably requests access, and, during such period, the Company shall furnish to Parent, as promptly to Parent (i) a copy of each reportas reasonably practicable, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other all information concerning its and its 38 Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and request (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries; providedit being agreed, however, that the Company may restrict foregoing shall not permit Parent or any such Representatives to conduct any invasive environmental testing or sampling of the foregoing access if nature customarily referred to as a Phase II environmental assessment). Notwithstanding the foregoing, neither the Company determines, in nor any of its reasonable judgment, Subsidiaries shall be required to provide access to or disclose information where the Company reasonably determines that doing so such access or disclosure would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to the terms of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct Company or any environmental sampling of its Subsidiaries or require that conflict with or violate any Law (including antitrust Laws) or any Contract to which the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheldor any of its Subsidiaries is a party. No investigation or access permitted pursuant to this Section 6.7 7.02 shall affect or information providedbe deemed to modify any representation or warranty made by the Company hereunder. Except for disclosures expressly permitted by the Confidentiality Agreement, made available or delivered Parent shall, in accordance with the Confidentiality Agreement, keep confidential and not disclose, and shall cause its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to Parent pursuant to this Agreement keep confidential and not disclose, all Evaluation Material (other than, subject to Section 9.8, information contained as defined in the Company Disclosure ScheduleConfidentiality Agreement) will affect any of the representations directly or warranties of indirectly received from the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoits Representatives.

Access to Information; Confidentiality. Subject to applicable Law relating to the exchange The Company shall, and shall cause each of information, the Company shall Subsidiaries to, afford to Parent Parent, and to Parent’s Representatives officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ their respective properties, books, Contractscontracts, commitments, personnel and records and and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent (ia) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal Federal or state securities Laws to the extent copies of such reports, schedules laws and other documents are not accessible via the SEC’s XXXXX database, (iib) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, withhold (i) any document or information that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be is subject to the terms of a confidentiality agreement with a third party, (ii) such portions of documents or information relating to pricing or other matters that are highly sensitive if the Confidentiality Agreement. Parentexchange of such documents (or portions thereof) or information, Merger Sub and their representatives as determined by such party’s counsel, might reasonably result in antitrust difficulties for such party (or any of its affiliates) or (iii) any information which it reasonably believes it may not conduct provide to Parent by reason of applicable Law. If any environmental sampling or require that material is withheld by the Company do so pursuant to the proviso to the preceding sentence, the Company shall inform Parent as to the general nature of what is being withheld to the extent the provision of such information will not cause the Company (or any Company Subsidiary) to violate any agreement with a third party or any applicable Law. Without limiting the generality of the foregoing, the Company shall, within two business days of request therefor, provide Parent with access to the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and with access to any information to which in all cases shall a holder of Company Common Stock would be at Parent’s sole expenseentitled under Section 220 of the DGCL (assuming such holder met the requirements of such section), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation All information exchanged pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, 6.02 shall be subject to Section 9.8the confidentiality agreement dated April 27, information contained in 2007 between the Company Disclosure Schedule) will affect any of and Parent (the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties hereto“Confidentiality Agreement”).

Access to Information; Confidentiality. Subject to applicable Law relating to the exchange of informationLaw, the Company shall will (a) afford to Parent and Parent’s its Representatives reasonable full and complete access (including for the purpose of coordinating integration activities and transition planning), during normal regular business hours during the period prior upon reasonable notice, to the Effective Time or the termination of this Agreement Acquired Companies’ employees, plants, offices, warehouses and other facilities and to all of its and its Subsidiaries’ properties, books, ContractsContracts (subject to applicable confidentiality restrictions), personnel commitments and records (including Tax returns and work papers relating thereto) and request the Company shall Acquired Companies’ independent public accountants to provide access to their work papers and such other information as Parent may reasonably request; (b) permit Parent to make such inspections as they may reasonably require; (c) cause the Acquired Companies’ officers to furnish Parent with such financial and operating data and other information with respect to the business, properties and personnel of the Acquired Companies as Parent may from time to time reasonably request; and (d) furnish promptly to Parent (i) upon its request a copy of each report, schedule, registration statement schedule and other document filed or received by it pursuant any Acquired Company prior to the Effective Time under the requirements of federal any applicable securities Laws, except that the foregoing will not require the Company to permit any inspection, or state securities Laws to disclose any information, that in the Company’s reasonable judgment would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company has used commercially reasonable efforts to obtain the consent of the third party to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its inspection or disclosure. All requests by Parent and its Subsidiaries’ business, properties Subsidiaries for information and personnel as access hereunder will be coordinated through Xxxxxxx. All information acquired by Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided under this Section 5.5 will be subject to the terms and conditions of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to under this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) 5.5 will affect any of the representations representation or warranties of the Company contained warranty in this Agreement of any party hereto or the conditions hereunder any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject (a) From the date of this Agreement until the earlier to applicable Law relating to the exchange occur of information, the Company shall afford to Parent and Parent’s Representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all of its and its Subsidiaries’ properties, books, Contractsrecords, personnel and records and the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement contracts and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation assets of the Company and its Subsidiaries; provided, however, that and the Company may restrict shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the foregoing access if business and properties of the Company determines, in and its reasonable judgment, that doing so Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or contravene any Law (it being agreed that the attorney work product doctrineparties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). The information provided will be subject Company acknowledges that the Parent has made arrangements for an outside consultant to the terms review, on behalf of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consentnetwork compliance documentation soon after the execution of this Agreement. Without limiting the generality of the foregoing provisions of this Section 5.03(a), which consent shall not be unreasonably withheldthe Company agrees to (i) cooperate with such consultant in regard to such review and (ii) provide such consultant with access to all of the Company’s applicable network compliance documentation (including, without limitation, coordinating, as necessary, with the Company’s custodian to provide such consultant with access to the applicable network compliance documentation and data). No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoAgreement.

Access to Information; Confidentiality. Subject to applicable Law relating to the exchange of information, the The Company shall afford to Parent Parent, and to Parent’s Representatives 's officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours and upon reasonable prior notice to the Company during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ ' properties, books, Contracts, personnel and records and and, during such period, the Company shall furnish promptly to Parent (ia) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal Federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX databaselaws, (iib) a copy of each correspondence or written communication with any United States Federal or state governmental agency and (c) all other information concerning its and its Subsidiaries’ ' business, properties and personnel as Parent or any of its Representatives may reasonably request; . Except for disclosures expressly permitted by the terms of the Secrecy Agreement dated as of July 12, 2005, as amended from time to time, between LifeScan, Inc., a wholly owned Subsidiary of Parent, and the Company (iii) instruct as it may be amended from time to time, the "Confidentiality Agreement"), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors, auditors advisors and other authorized Representatives to cooperate with Parent in its investigation of hold, all information received from the Company and its Subsidiaries; providedCompany, however, that the Company may restrict the foregoing access if the Company determinesdirectly or indirectly, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to the terms of confidence in accordance with the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 5.02 or information provided, made available provided or delivered to Parent received by any party hereto pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject to To the extent permitted by applicable Law relating and subject to the exchange of informationConfidentiality Agreement dated April 21, 2004, between Parent and the Company (the "Confidentiality Agreement"), the Company shall afford to Parent and to the officers, employees, accountants, counsel, financial advisors and other representatives of Parent’s Representatives , reasonable access during normal business hours during the period prior to the Effective Time or Time, to the termination of this Agreement to all of its and its Subsidiaries’ Acquired Companies' properties, books, Contractscontracts, commitments, personnel and records and and, during such period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) all other information concerning its and its Subsidiaries’ each Acquired Company's business, properties and personnel as Parent or any of its Representatives may reasonably request; provided that no investigation pursuant to this Section 5.4 shall affect or modify any representation or warranty given by the Company. Parent agrees that it shall coordinate its contacts with the Company's personnel (other than the Senior Management) with a member of Senior Management, but in any event such personnel shall be made available for such contacts at reasonable times as requested by Parent prior to the Effective Time. Parent shall hold, and (iii) instruct shall cause its respective officers, employees, accountants, counsel, financial advisors, auditors advisors and other authorized Representatives representatives and affiliates to cooperate hold, any nonpublic information in accordance with Parent in its investigation of the Company and its Subsidiaries; provided, however, that the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to the terms of the Confidentiality Agreement. Notwithstanding anything herein to the contrary herein or in the Confidentiality Agreement, Parent (and any employee, representative or other agent of Parent, Merger Sub ) may disclose to any and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense)parties, without limitation of any kind, the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to Tax treatment and Tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other thanTax analyses) that are provided to it relating to such Tax treatment and Tax structure. However, subject to Section 9.8, any such information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder relating to the obligations of Tax treatment or Tax structure is required to be kept confidential to the parties heretoextent necessary to comply with any applicable federal or state securities Laws.

Access to Information; Confidentiality. Subject to applicable Law Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford to Parent and Parent’s its Representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ Company’s properties, books, Contracts, personnel records, consultants, officers and records employees and the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its business and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; provided that Parent and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives shall conduct any such activities in such a manner as not to cooperate interfere unreasonably with Parent in its investigation the business or operations of the Company Company; and its Subsidiaries; provided, howeverfurther, that the Company may restrict the foregoing shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgmentjudgment following consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or would jeopardize the protection of an the attorney-client privilege privilege, or expose the attorney work product doctrineCompany to risk of liability for disclosure of sensitive personal information. The In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use commercially reasonable efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, including by providing such information in redacted form as necessary to comply with such Law or otherwise make appropriate substitute disclosure arrangements to the extent possible. Until the Effective Time, the information provided will be subject to the terms of the Confidentiality Agreement. Parent, Merger Sub dated as of August 13, 2016, between Parent (or one of its Affiliates) and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expensethe “Confidentiality Agreement”), without and, to the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained extent provided in the Company Disclosure Schedule) will affect Confidentiality Agreement, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoTransactions.

Access to Information; Confidentiality. Subject to (a) To the extent permitted by applicable Law relating and subject to the exchange terms of informationthe Confidentiality Agreement, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s Representatives reasonable access officers, employees, accountants, counsel, financial advisors and other Representatives, during normal business hours during the period and upon reasonable prior notice to the Effective Time or Company, reasonable access (including for the termination purpose of this Agreement coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) to all of its the Company’s and its the Company Subsidiaries’ properties, books, Contracts, commitments, personnel and records and as Parent may from time to time reasonably request, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other all information concerning its the Company’s and its the Company Subsidiaries’ businessbusinesses, properties properties, facilities, operations and personnel personnel, in each case as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation . If any of the Company and its Subsidiaries; provided, however, that information or material furnished pursuant to this Section 6.02(a) includes materials or information subject to the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney privilege, work product doctrine or any other applicable privilege concerning pending or threatened Action, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. The information provided will be subject Subject in all respects to the terms of the Confidentiality Agreement. Parentthis Section 6.02(a), Merger Sub and their representatives may not conduct any environmental sampling or require that promptly after receipt thereof, the Company do so (which in all cases shall be at Parent’s sole expense), without deliver to Parent copies of any written reports to the Company’s consentrisk management committee or similar body, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement the Company’s existing risk management policies (other than, subject to Section 9.8, information contained in including the Company Disclosure Schedule) will affect Trading Policies), in connection with any of breaches of, or exceptions from, the representations or warranties of Company’s existing risk management policies (including the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoTrading Policies).

Access to Information; Confidentiality. (a) Subject to applicable Law relating to the exchange confidentiality obligations of informationPurchaser set forth in Section 5.01, from the Company shall afford to Parent and Parent’s Representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination date of this Agreement to all of its and its Subsidiaries’ propertiesuntil the Closing, books, Contracts, personnel and records and the Company shall furnish promptly to Parent Seller will (i) a copy of each reportgive Purchaser, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives reasonable access during normal business hours and upon reasonable notice to the offices, properties, books and records of Seller relating to the Business, the Assumed Liabilities and the Purchased Assets, (ii) furnish to Purchaser, its counsel, financial advisors, auditors and other authorized Representatives such financial and operating data and other information relating to the Business, the Assumed Liabilities and the Purchased Assets as Purchaser may reasonably request and (iii) instruct the Employees, counsel and financial advisors of Seller to cooperate with Parent Purchaser in its investigation reasonable investigations of the Company Business, the Assumed Liabilities and its Subsidiariesthe Purchased Assets; provided, however, that (x) Purchaser and its representatives shall not have the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, right to perform any investigative procedures that doing so would violate applicable Law involve physical disturbance or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject damage to the terms Owned Real Property, any facilities situated thereon, or any of the Confidentiality Agreement. Parentother Purchased Assets, Merger Sub and their representatives may (y) such access shall not conduct include any environmental sampling or require testing of environmental media, including soil, surface water, groundwater, indoor air or ambient air. To the extent that the Company do so (which Seller incurs any incremental out-of-pocket costs in all cases shall be at Parent’s sole expense)processing, without the Company’s consent, which consent shall not be unreasonably withheld. No investigation retrieving or transmitting any such information pursuant to this Section 6.7 or information provided4.02, made available or delivered Purchaser shall reimburse Seller for the reasonable out-of-pocket costs thereof promptly upon submission to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any Purchaser of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoan invoice therefor accompanied by reasonable supporting documentation.

Access to Information; Confidentiality. Subject to applicable Law Laws relating to the exchange of information, the Company shall afford to Parent and Parent’s Representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ properties, books, Contracts, personnel and records and the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial Table of Contents advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrineprivilege. The information provided will be subject to the terms of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 6.8 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject to applicable Law relating Each of Parties shall, and shall cause each of its respective Subsidiaries to, afford to the exchange of information, the Company shall afford to Parent other Parties and Parent’s their respective Representatives reasonable access during normal business hours hours, during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all of its and its Subsidiaries’ their respective properties, assets, books, Contractscontracts, commitments, personnel and records and, during such period, each Party shall, and the Company shall cause each of its respective Subsidiaries to, furnish promptly to Parent the other Parties: (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws to laws which is not generally available on the extent copies of such reports, schedules EDGAR internet database and other documents are not accessible via the SEC’s XXXXX database, (iib) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any such other Party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiariesauditors); provided, however, that the Company foregoing shall not require Towers Perrin or Watson Wyatt, as the case may restrict be, or any of their respective Subsidiaries, to provide access to or disclose any information to the foregoing extent such access if or disclosure would contravene applicable Law, violate or breach the Company determinesCommon Interest and Joint Defense Agreement between Towers Perrin and Watson Wyatt, in violate or prejudice the rights of its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party clients or jeopardize the protection of an attorney-client privilege of the institution in possession or the attorney work product doctrinecontrol of such information. The Parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All non-public information provided will pursuant to this Section 5.5 shall be subject to held confidential in accordance with the terms of the Confidentiality Agreement between Watson Wyatt and Towers Perrin dated as of November 14, 2008 (the “Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense”), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 5.5 or information provided, made available or delivered to Parent Watson Wyatt or Towers Perrin pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will shall affect any of the representations representations, warranties, covenants, rights or warranties of the Company contained in this Agreement remedies, or the conditions hereunder to the obligations of of, the parties heretoParties hereunder.

Access to Information; Confidentiality. Subject to applicable Law relating to the exchange of information, the The Company shall afford to Parent Parent, and to Parent’s Representatives officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours and upon reasonable prior notice to the Company during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ properties, books, Contracts, personnel and records and and, during such period, the Company shall furnish promptly to Parent (ia) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal Federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX databaselaws, (iib) a copy of each correspondence or written communication with any United States Federal or state governmental agency and (c) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; . Except for disclosures expressly permitted by the terms of the Secrecy Agreement dated as of July 12, 2005, as amended from time to time, between LifeScan, Inc., a wholly owned Subsidiary of Parent, and the Company (iii) instruct as it may be amended from time to time, the “Confidentiality Agreement”), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors, auditors advisors and other authorized Representatives to cooperate with Parent in its investigation of hold, all information received from the Company and its Subsidiaries; providedCompany, however, that the Company may restrict the foregoing access if the Company determinesdirectly or indirectly, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to the terms of confidence in accordance with the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 5.02 or information provided, made available provided or delivered to Parent received by any party hereto pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject to applicable Law relating to the exchange of information, the The Company shall afford to Parent Parent, and to Parent’s Representatives officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours and upon reasonable prior notice to the Company during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ properties, books, Contractscontracts, commitments, personnel and records and and, during such period, the Company shall furnish promptly to Parent (ia) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal Federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX databaselaws, (iib) a copy of each correspondence or written communication with any United States Federal governmental agency and (c) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to Except for disclosures expressly permitted by the terms of the Confidentiality Agreement. ParentAgreement dated as of December 15, Merger Sub 2002 between Parent and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall as it may be at Parent’s sole expenseamended from time to time, the “Confidentiality Agreement”), without Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company’s consent, which consent shall not be unreasonably withhelddirectly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.7 5.02 or information provided, made available provided or delivered to Parent received by any party hereto pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject to applicable Law relating to (a) During the exchange of informationInterim Period, Seller, the Company and Future Health shall afford (and shall cause their respective subsidiaries to): (i) provide to Parent the other party (and Parentthe other party’s Representatives officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all of its such party and its Subsidiaries’ properties, books, Contracts, personnel subsidiaries and to the books and records thereof; and the Company shall (ii) furnish promptly to Parent (i) a copy of each reportthe other party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel, Taxes and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies aspects of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its party and its Subsidiaries’ business, properties and personnel subsidiaries as Parent the other party or any of its Representatives may reasonably request; and (iii) instruct its employees, counselincluding in connection with any Tax disclosure in any statement, financial advisorsfiling, auditors and other authorized Representatives notice or application relating to cooperate with Parent in its investigation the Intended Tax-Free Treatment or any Tax opinion requested or required to be filed pursuant to Section 7.14(b). Notwithstanding the foregoing, none of the Company and its Subsidiaries; providedCompany, however, that the Company may restrict the foregoing Seller or Future Health shall be required to provide access if the Company determinesto or disclose information where, in its the Seller’s reasonable judgmentdetermination, that doing so (i) the access or disclosure would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege privilege, (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement or (iii) such access or disclosure would cause significant competitive harm to the Company or the attorney work product doctrineBusiness if the Transactions contemplated by this Agreement are not consummated (it being agreed that, in the case of each of the foregoing, the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy, contravention or harm). The information provided will be subject Prior to the terms of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense)Closing, without the Company’s consentprior written consent of the Seller, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 or information providedneither Future Health, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect nor any of the representations its Representatives shall contact any payors, customers, suppliers, employees or warranties agents of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoSeller.

Access to Information; Confidentiality. Subject to applicable Law relating to (a) During the exchange of informationPre-Closing Period, the Company shall afford afford, and shall cause the officers, directors and employees of the Company and its Subsidiaries to afford, the officers, employees and agents of Parent and Parent’s Representatives Merger Sub reasonable access during normal business hours during the period prior hours, to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ officers, employees, properties, facilities, books, Contractsrecords, personnel correspondence (in each case, whether in physical or electronic form), Contracts and records and other assets of the Company and its Subsidiaries as Parent shall reasonably request as long as such access does not materially interfere with the conduct of the Company’s business, and shall promptly furnish promptly to Parent and Merger Sub (i) a copy of each report, schedule, registration statement schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication received by the Company from the SEC concerning compliance with securities laws with respect to matters unrelated to the extent copies of such reports, schedules Transactions; and other documents are not accessible via the SEC’s XXXXX database, (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel personnel, in each case (A) as Parent through its officers, equity holders, Affiliates, employees or any of its Representatives agents may reasonably request; (B) that are in the possession, custody or control of the Company; and (iiiC) instruct its employeesthe disclosure of which would not (x) violate any Law or Judgment, counselor (y) result in a waiver of attorney-client privilege, financial advisorswork product doctrine or similar privilege, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that the Company may restrict shall give notice to Parent of the foregoing access if fact that it is withholding such information or documents and thereafter the Company determinesshall reasonably cooperate with Parent to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate clause (C). Any such request shall be solely for the purpose of, and any information obtained pursuant to this provision shall be used solely for, facilitating the consummation of the Transactions in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to accordance with the terms of this Agreement or preparing for the post-Closing operation of the Company. Parent, Xxxxxx Sub and their respective officers, employees and agents will hold any such information that is non-public in confidence in accordance with the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject (a) From the date of this Agreement until the earlier to applicable Law relating to the exchange occur of information, the Company shall afford to Parent and Parent’s Representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII , the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all of its and its Subsidiaries’ properties, books, Contractsrecords, personnel and records and the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement contracts and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation assets of the Company and its Subsidiaries; provided, however, that and the Company may restrict shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the foregoing access if business and properties of the Company determines, in and its reasonable judgment, that doing so Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or contravene any Law (it being agreed that the attorney work product doctrineparties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). The information provided will be subject Company acknowledges that the Parent has made arrangements for an outside consultant to the terms review, on behalf of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consentnetwork compliance documentation soon after the execution of this Agreement. Without limiting the generality of the foregoing provisions of this Section 5.03(a), which consent shall not be unreasonably withheldthe Company agrees to (i) cooperate with such consultant in regard to such review and (ii) provide such consultant with access to all of the Company’s applicable network compliance documentation (including, without limitation, coordinating, as necessary, with the Company’s custodian to provide such consultant with access to the applicable network compliance documentation and data). No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoAgreement.

Access to Information; Confidentiality. Subject to applicable Law relating to the exchange (a) The Company shall, and shall cause each of informationits Subsidiaries to, the Company shall afford to Parent Parent, Merger Sub and Parent’s their respective Representatives reasonable access during normal business hours hours, during the period prior to the earlier of Effective Time or and the termination of this Agreement in accordance with its terms, to such information, properties and personnel regarding the Company as shall be reasonably necessary for Parent or Merger Sub to fulfill their respective obligations pursuant to this Agreement, to confirm that the representations and warranties of the Company contained herein are true and correct, to confirm that the covenants of the Company contained herein have been performed in all material respects and to enable Parent, subject to applicable Law, to conduct integration planning in connection with, and in preparation for, the Merger, and, during such period, the Company shall, and shall cause each of its and its Subsidiaries’ propertiesSubsidiaries to, books, Contracts, personnel and records and the Company shall also furnish promptly to Parent Parent: (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules laws and other documents are not accessible via the SEC’s XXXXX database, (iib) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives Merger Sub may reasonably request; and request (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiariesincluding Tax Returns filed); provided, however, that the Company may restrict the foregoing access if shall not require the Company determines, to disclose any information to the extent such disclosure would contravene applicable Law. All such information shall be held confidential in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to accordance with the terms of the Confidentiality Agreement. Parent, Merger Sub Agreement between Parent and their representatives may not conduct any environmental sampling or require that the Company do so dated as of October 31, 2010 (which in all cases shall be at Parent’s sole expensethe “Confidentiality Agreement”), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.this

Access to Information; Confidentiality. Subject to applicable Law relating to (a)From the exchange of informationAgreement Date through the Closing, the Company shall afford and the Seller Parties will provide Parent, Purchaser and their respective Affiliates and Representatives, upon reasonable advance notice to Parent and Parentthe Company’s Representatives or the Seller Parties’ Representatives, with reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its Leased Real Property and its Subsidiaries’ properties, books, Contracts, personnel and records and the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation assets of the Company and its Subsidiariespersonnel, representatives and Books and Records; provided, however, that the Company may restrict the foregoing such access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to the terms of any applicable Real Property Lease and will otherwise give due regard to minimizing interference with the Confidentiality Agreementoperations, activities and employees of the Company. In addition, neither Parent, Merger Sub and Purchaser nor any of their respective authorized representatives may not conduct any environmental sampling shall contact or require that hold discussions with customers, suppliers, agents or employees of the Company do so (which in all cases shall be at Parent’s sole expense), Business without the Company’s consent, prior written consent of Seller (which consent shall not be unreasonably withhelddelayed, withheld or conditioned). No investigation (b)As soon as reasonably practicable after the Agreement Date, the Seller Parties shall give Purchaser access to the Real Property Leases in the possession of the Seller Parties or the Company. As soon as reasonably practicable after the Closing, the Seller Parties shall deliver to Purchaser all original (and any and all copies of) agreements, documents, Books and Records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information are stored, in any such case relating primarily to the Business that are in the possession of the Seller Parties. Following the Closing, the Seller Parties shall not retain in their possession or control, in any form, any agreements, documents, Books and Records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, Books and Records, files and other information, relating primarily to the Business (including any personal or other information stored on any Company media by any employees of the Company); provided, that the foregoing shall not apply to agreements, documents, Books and Records, files and other information that are: (i) contained in any electronic file created pursuant to a Seller Party’s routine back-up or archiving procedure, (ii) required by either Seller Party or any of its Affiliates in connection with the provision of services to the Company pursuant to the Transition Services Agreements or (iii) required by a Seller Party for compliance with Regulations; and provided further that, if and so long as, any such information is Confidential Information then such Confidential -49- Information shall be kept confidential in accordance with Section 6.2(e). If, notwithstanding the foregoing, a Seller Party discovers following the Closing Date that it is in possession of or has under its control any such items that it is not permitted to retain pursuant to the foregoing or the following sentence, then such Seller Party shall thereafter permanently delete and erase all such information (including all copies thereof) in its possession or under its control as soon as reasonably practicable. In the event that any Books and Records or other information to be delivered to Purchaser pursuant to this Section 6.7 6.2(b) relate not only to the Company but to either Seller Party or other Affiliates of Seller or are necessary for Seller or any of its Affiliates to comply with Regulations or to comply with Contracts, then Seller shall be entitled to retain copies of such Books and Records or other information to the extent necessary for such compliance. (c)Notwithstanding anything to the contrary in this Agreement, nothing in this Section 6.2 shall require the Seller Parties, the Company or any of their respective Affiliates to disclose any information to Purchaser if such disclosure (i) would violate the maintenance of attorney‑client or other legal privileges or doctrines, or (ii) would violate applicable Regulations or limitations imposed by any Governmental Body. (d)Each of Parent and Purchaser will hold and will cause its representatives and Affiliates to hold in confidence all documents and information furnished to it in connection with the Transaction pursuant to the terms of that certain confidentiality agreement dated July 26, 2018 between Seller and Parent (the “Non-Disclosure Agreement”). All materials reviewed or received in connection with this Section 6.2 shall be deemed to be Evaluation Material (as defined in the Non-Disclosure Agreement) for the purposes of the Non-Disclosure Agreement. Effective as of the Closing, the Non-Disclosure Agreement shall expire and no longer apply to Parent, Purchaser or any of their respective Affiliates. (e)For a period of three years following the Closing Date, each Seller Party shall not, and each Seller Party shall direct its Representatives not to, use for its or their own commercial benefit or divulge or convey to any third party for such third party’s commercial benefit, any Confidential Information; provided, made however, that, notwithstanding the foregoing restriction, Seller or its Representatives may furnish such portion (and only such portion) of the Confidential Information as such Seller Party or such Representative reasonably determines it is legally obligated to disclose if: (i) it receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena, civil investigative demand or order issued by a Governmental Body; (ii) to the extent not inconsistent with such request, it notifies Purchaser of the existence, terms and circumstances surrounding such request and consults with Purchaser on the advisability of taking steps available under applicable Regulations to resist or delivered narrow such request; and (iii) it exercises reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information. For purposes of this Agreement, “Confidential Information” consists of non-public information and data relating to the Company or this Transaction other than information that is or becomes available to the public other than as a result of a breach of this Section 6.2(e) by a Seller Party or its Representatives, but in no event shall information exclusively relating to or exclusively used in the operation of the Simply Mac Business be Confidential Information. Notwithstanding anything in this Agreement to the contrary, each Seller Party or its Representatives may (without notice to Parent pursuant or Purchaser), furnish Confidential Information to one or more Persons who execute a customary confidentiality agreement in connection with any negotiations or discussions involving any Seller CIC Transaction; provided, -50- that the Seller Parties shall be jointly and severally liable for any breaches of any such confidentiality agreements by the counterparties thereto. Notwithstanding anything in this Agreement (other thanSection 6.2, this Section 6.2 is subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties hereto11.7. Section 6.3.

Access to Information; Confidentiality. (a) Subject to applicable Law relating to the exchange of informationLaw, the Company shall afford will provide and will cause its Subsidiaries and its and their respective Representatives to Parent provide Parent, Purchaser and Parent’s Representatives reasonable access their Representatives, during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ properties, books, Contracts, personnel and records and the Company shall furnish promptly to Parent upon reasonable advance notice (i) a copy of each report, schedule, registration statement and other document filed by it pursuant such access to the requirements officers, management, employees, offices, properties, books and records of federal the Company and such Subsidiaries (so long as such access does not unreasonably interfere with the operations of the Company) as Parent, Purchaser or state securities Laws to their Representatives reasonably may request, except that Parent, Purchaser and their Representatives shall not conduct any physical testing, sampling or analysis of soil, subsoil, groundwater, other environmental constituents or building materials without specific written authorization from the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX databaseCompany, (ii) other information concerning its and its Subsidiaries’ businesswithin five Business Days of the end of each month following the date hereof, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation an unaudited monthly consolidated balance sheet of the Company and its Subsidiaries; providedSubsidiaries for the month then ended and related consolidated statements of operations, howevercash flows and stockholders’ equity, that and (iii) such other information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries that Parent, Purchaser or their Representatives reasonably may restrict request. Notwithstanding the foregoing foregoing, Parent, Purchaser and their Representatives shall not have access if to any books, records and other information the Company determinesdisclosure of which would, in its reasonable judgmentthe Company’s good faith opinion after consultation with legal counsel, that doing so would violate applicable Law or a Contract or obligation result in the loss of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrinewith respect to such books, records and other information. The information provided parties will be subject to make appropriate substitute arrangements under circumstances in which the terms restrictions of the Confidentiality Agreementpreceding sentence apply. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation Any information exchanged pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement 5.2 that constitutes “Evaluation Material” (other than, subject to Section 9.8, information contained as defined in the Company Disclosure ScheduleConfidentiality Agreement) will affect any of shall be treated as provided in the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties heretoConfidentiality Agreement.

Access to Information; Confidentiality. Subject to applicable Law relating Prior to the exchange of informationClosing, the Company CNS shall afford to Parent give Purchaser and Parent’s Representatives reasonable its authorized representatives complete access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ propertiespersonnel, books, Contractsrecords, plants, offices and other facilities and properties relating to the Business and permit Purchaser to make such inspections thereof as Purchaser may request, and cause their officers, employees and advisors to furnish Purchaser with such financial, operating and other information regarding the Business, and all agreements, commitments, liabilities, personnel and properties relating to the Business as Purchaser may request. Prior to the Closing, Xxxxxxx Neurosurgical shall give Purchaser and its authorized representatives complete access to all of its personnel that work in the Business and to its books, records and the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it pursuant customer lists relating to the requirements of federal or state securities Laws to Assets and the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation Business. Purchaser acknowledges that certain of the Company information which may be made available to it is proprietary and its Subsidiariesincludes confidential information. Purchaser shall use such information only in connection with the transactions contemplated hereunder, shall hold all such information in confidence and shall not disclose it to any person before the Closing (or at any time if this Agreement fails to close) without the approval of Sellers; provided, however, that the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law restriction shall not apply to any information which is or becomes publicly known or which is lawfully obtained from a Contract or obligation of confidentiality owing to a third-third party or jeopardize to any disclosure required by law or in connection with the protection enforcement of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to the terms of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that the Company do so (which in all cases shall be at Parent’s sole expense), without the Company’s consent, which consent shall not be unreasonably withheld. No investigation pursuant to this Section 6.7 or information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any of the representations or warranties of the Company contained in Purchaser's rights under this Agreement or any Transaction Document. If the conditions hereunder transactions contemplated hereby are not consummated, Purchaser shall return to CNS all documents containing proprietary information. Sellers shall hold in confidence and shall return all confidential or proprietary information pertaining to Purchaser (or any of its affiliates) which may be made available to Sellers to the obligations of the parties heretosame extent as set forth above with respect to proprietary information regarding Sellers.