Common use of Confidentiality; Access to Information Clause in Contracts

Confidentiality; Access to Information. (a) The parties acknowledge that the information being Made Available to them by Honeywell, Sellers and their respective Subsidiaries (or their respective agents or representatives) is subject to the terms of a confidentiality agreement dated November 18, 2010 by and between Rank Group and Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon the Closing, the Confidentiality Agreement will terminate; provided, however, that each of the parties hereby acknowledges its confidentiality obligations in the Confidentiality Agreement will terminate only with respect to information relating to the Business; and that each of the parties acknowledges that any and all other information provided or Made Available to it concerning Honeywell and its Subsidiaries will remain subject to the terms and conditions of the Confidentiality Agreement after the Closing. (b) From the date hereof until the Closing Date or earlier termination of this Agreement, to the extent permitted by Law, Honeywell shall, and shall cause Sellers and the Transferred Entities to provide Purchaser and its respective officers and other representatives and employees with such access to the facilities of the Business and its principal personnel and such books and records pertaining to the Business as Purchaser may reasonably request in order to effectuate the transactions contemplated hereby, without charge by Sellers to Purchaser (but otherwise at Purchaser’s expense), provided, however, that certain materials subject to any confidentiality obligations or attorney client privilege, or which may not be shared with the other party pursuant to applicable Law, have not been and will not be so delivered, but Honeywell shall use its commercially reasonable efforts to disclose such information in a way that would not violate such obligation or waive such privilege, and provided further, that (i) Purchaser agrees that such access will be exercised during normal business hours and without causing unreasonable interference with the operations of the Business, and (ii) Sellers shall furnish to Purchaser or its representatives, upon reasonable written request, such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Business (or legible copies thereof) as Purchaser may from time to time reasonably request. Purchaser and its representatives shall not contact any suppliers, customers, landlords and other business relations or employees of the Business without Honeywell’s prior written consent.

Confidentiality; Access to Information. (a) The parties Acquiror and the Company acknowledge that the information being Made Available to them by Honeywell, Sellers and their respective Subsidiaries (or their respective agents or representatives) is subject they are parties to the terms of a confidentiality agreement dated November 18, 2010 by and between Rank Group and Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon Following the Closing, the Confidentiality Agreement will terminateshall be superseded in its entirety by the provisions of this Agreement; provided, however, that each of if for any reason this Agreement is terminated prior to the parties hereby acknowledges its confidentiality obligations in Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Beginning on the date hereof and ending on the second (2nd) anniversary of this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will terminate only not apply to: (i) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (ii) information obtained or acquired by a Party or their respective agents or representatives from a third party who was not known by such Party or its agents or representatives to be bound to an obligation of confidentiality; (iii) disclosure required by Applicable Legal Requirement or stock exchange rule; or (iv) disclosure consented to in writing by (1) Acquiror (in the case of a disclosure of Acquiror information by the Sellers and, prior to the Closing, the Company), (2) the Seller Representative (in the case of disclosure of Seller information by the Acquiror and, following the Closing, the Company) or (3) the Company (in the case of a disclosure of Company information by the Sellers or, prior to the Closing, the Acquiror). Notwithstanding the foregoing or anything in this Agreement to the contrary (including Section 9.04(b) below), following the Closing, the Seller Representative shall be permitted to disclose information as required by Applicable Legal Requirement or, as required in connection with the Seller Representative’s performance of its responsibilities under the Transaction Agreements, to employees, advisors, agents or consultants of the Seller Representative and to the Sellers, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect to information relating to the Business; and that each of the parties acknowledges that any and all other information provided or Made Available to it concerning Honeywell and its Subsidiaries will remain subject to the terms and conditions of the Confidentiality Agreement after the Closingthereto. (b) From None of the date hereof until the Closing Date Parties will make any public announcement or earlier termination of issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by Acquiror, or Acquiror, in the case of a public announcement by the Sellers, the Seller Representative or the Company (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except: (i) if such announcement or other communication is required by Applicable Legal Requirements, in which case the disclosing Party shall, to the extent permitted by LawApplicable Legal Requirements, Honeywell shall, first allow such other Parties to review such announcement or communication and shall cause Sellers have the opportunity to comment thereon and the Transferred Entities to provide Purchaser disclosing Party shall consider such comments in good faith; (ii) in the case of an announcement or communication by the Company, the Sellers or the Seller Representative, Acquiror and its respective officers Affiliates, if such announcement or other communication is made in connection with fundraising or other investment related activities and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality; (iii) internal announcements to employees of the Group Companies; (iv) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with Section 9.03 or this Section 9.04(b) to the extent still accurate; and (v) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the Transactions required to be made under this Agreement. (c) Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Group Companies by third parties that may be in any Group Company’s possession from time to time, and except for any information which in the judgment of legal counsel of the Company would result in the loss of attorney-client privilege or other privilege from disclosure or would conflict with any Applicable Legal Requirement, Contract or confidentiality obligations to which any Group Company is bound, the Company will afford Acquiror and its financial advisors, accountants, counsel and other representatives and employees with such reasonable access during normal business hours, upon reasonable written notice, to the facilities properties, books, records and management personnel of the Business and its principal personnel and such books and records pertaining Group Companies during the period prior to the Business Closing to obtain information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Group Companies, as Purchaser Acquiror may reasonably request in order to effectuate writing in connection with the transactions contemplated hereby, without charge by Sellers to Purchaser (but otherwise at Purchaser’s expense), consummation of the Transactions; provided, however, that certain materials subject any such access shall be conducted in a manner not to any confidentiality obligations or attorney client privilege, or which may not be shared unreasonably interfere with the other party pursuant to applicable Law, have not been businesses or operations of the Group Companies. The Company and will not be so delivered, but Honeywell Acquiror shall use its commercially reasonable efforts to disclose make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. All information obtained by Acquiror and its representatives under this Agreement shall be subject to the Confidentiality Agreement, mutatis mutandis, prior to the Closing. (d) Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to Acquiror by third parties that may be in a way that would not violate such obligation or waive such privilegeAcquiror’s possession from time to time, and provided furtherexcept for any information which in the judgment of legal counsel of Acquiror would result in the loss of attorney-client privilege or other privilege from disclosure or would conflict with any Applicable Legal Requirement, that (i) Purchaser agrees that such Contract or confidentiality obligations to which Acquiror is bound, Acquiror will afford the Company and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access will be exercised during normal business hours and without causing unreasonable interference with the operations of the Business, and (ii) Sellers shall furnish to Purchaser or its representativeshours, upon reasonable written requestnotice, such additional financial and operating data and other information regarding to the assets, properties, liabilities books, records and goodwill management personnel of Acquiror during the period prior to the Closing to obtain information concerning the business, including properties, results of operations and personnel of Acquiror, as the Company may reasonably request in writing in connection with the consummation of the Business (Transactions; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses or legible copies thereof) as Purchaser may from time operations of Acquiror. The Company and Acquiror shall use commercially reasonable efforts to time reasonably requestmake alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. Purchaser All information obtained by Company and its representatives under this Agreement shall not contact be subject to the terms of the Confidentiality Agreement, mutatis mutandis, prior to the Closing. (e) Each Party acknowledges and agrees that each is aware, and each of their respective Affiliates and representatives is aware (or upon receipt of any suppliersmaterial nonpublic information of the other Party, customerswill be advised), landlords of the restrictions imposed by the United States federal securities Legal Requirements and other business relations or employees Applicable Legal Requirements on Persons possessing material nonpublic information about a public company. Each Party (other than the Seller Representative) hereby agrees, that during the period from the date of this Agreement and continuing until the earlier of the Business without Honeywell’s prior written consenttermination of this Agreement pursuant to its terms or the Closing, except in connection with or support of the Transactions, while any of them are in possession of such material nonpublic information, none of such Persons shall, directly or indirectly (through its Affiliates or otherwise), acquire, offer or propose to acquire, agree to acquire, sell or transfer or offer or propose to sell or transfer any securities of Acquiror, communicate such information to any other Person or cause or encourage any Person to do any of the foregoing.

Confidentiality; Access to Information. (ai) Prior to the Effective Time and after any termination of this Agreement each party hereto will hold, and will use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) and representatives (collectively, the "Representatives"), to hold, in confidence all confidential documents and information concerning the other parties hereto and the Subsidiary furnished to such party in connection with the transactions contemplated by this Agreement, including, without limitation, all analyses, compilations, studies or records prepared by the party receiving the information or by such party's Representatives, that contain or otherwise reflect or are generated from such information (collectively, the "Confidential Material"). The party furnishing any Confidential Material is herein referred to as the "Delivering Company" and the party receiving any Confidential Material is herein referred to as the "Receiving Company." (ii) The parties acknowledge Receiving Company agrees that the Confidential Material will not be used other than for the purpose of the transaction contemplated by this Agreement, and that such information being Made Available to them will be kept confidential by Honeywell, Sellers the Receiving Company and their respective Subsidiaries (or their respective agents or representatives) is subject to the terms of a confidentiality agreement dated November 18, 2010 by and between Rank Group and Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon the Closing, the Confidentiality Agreement will terminateits Representatives; provided, however, that (1) any of such information may be disclosed to the Representatives who need to know such information for the purpose described above (it being understood that (a) each such Representative shall be informed by the Receiving Company of the parties hereby acknowledges confidential nature of such information, shall be directed by the Receiving Company to treat such information confidentially and not to use it other than for the purpose described above and shall agree to be bound by the terms of this Section 6.1.C. and (b) in any event, the Receiving Company shall be responsible for any breach of this Agreement by any of its Representatives) and (2) any other disclosure of such information may be made if the Delivering Company has, in advance, consented to such disclosure in writing. The Receiving Company will make all reasonable, necessary and appropriate efforts to safeguard the Confidential Material from disclosure to anyone other than as permitted hereby. (iii) Notwithstanding the foregoing, if the Receiving Company or any of its Representatives is requested or required (by oral question or request for information or documents in legal proceedings, interrogatories, subpoena, (iv) This Section 6.1.C. shall be inoperative as to particular portions of the Confidential Material if such information (1) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Company or its Representatives; (2) was available to the Receiving Company on a non-confidential basis prior to its disclosure to the Receiving Company by the Delivering Company or the Delivering Company's Representatives or (3) becomes available to the Receiving Company on a non-confidential basis from a source other than the Delivering Company or the Delivering Company's Representatives, provided that such source is not known by the Receiving Company, after reasonable inquiry, to be bound by a confidentiality obligations agreement with the Delivering Company or the Delivering Company's Representatives and is not otherwise prohibited from transmitting the information to the Receiving Company by a contractual, legal or fiduciary obligation. The fact that information included in the Confidentiality Agreement will terminate only Confidential Material is or becomes otherwise available to the Receiving Company or its Representatives under clauses (1) through (2) above shall not relieve the Receiving Company or its Representatives of the prohibitions of the confidentiality provisions of this Section 6.1. with respect to information relating to the Business; and that each balance of the parties acknowledges that any and all other information provided or Made Available to it concerning Honeywell and its Subsidiaries will remain subject to the terms and conditions of the Confidentiality Agreement after the ClosingConfidential Material. (bv) From the date hereof until the Closing Date If this Agreement is terminated, each party hereto will, and will use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or earlier termination of this Agreement, deliver to the extent permitted by Lawparty from whom such Confidential Material was obtained, Honeywell shallupon request, all documents and other materials, and shall cause Sellers and the Transferred Entities to provide Purchaser and all copies thereof, obtained by such party or on its respective officers and behalf from any such other representatives and employees parties in connection with such access to the facilities of the Business and its principal personnel and such books and records pertaining to the Business as Purchaser may reasonably request in order to effectuate the transactions contemplated hereby, without charge by Sellers to Purchaser (but otherwise at Purchaser’s expense), provided, however, this Agreement that certain materials are subject to any confidentiality obligations or attorney client privilege, or which may not be shared with the other party pursuant to applicable Law, have not been and will not be so delivered, but Honeywell shall use its commercially reasonable efforts to disclose such information in a way that would not violate such obligation or waive such privilege, and provided further, that (i) Purchaser agrees that such access will be exercised during normal business hours and without causing unreasonable interference with the operations of the Business, and (ii) Sellers shall furnish to Purchaser or its representatives, upon reasonable written request, such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Business (or legible copies thereof) as Purchaser may from time to time reasonably request. Purchaser and its representatives shall not contact any suppliers, customers, landlords and other business relations or employees of the Business without Honeywell’s prior written consentconfidence.

Confidentiality; Access to Information. (a) The parties acknowledge Company acknowledges that the information being Made Available to them by Honeywell, Sellers and their respective Subsidiaries (or their respective agents or representatives) it is subject a party to the terms of a confidentiality agreement dated November 18, 2010 by and between Rank Group and Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, and Parent agrees to be bound by the Confidentiality Agreement in the same capacity as Casdin Capital LLC. Effective upon Following Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement; provided, however, that if for any reason this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Beginning on the date hereof and ending on the second anniversary of this Agreement (but perpetually with respect to any trade secrets), each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will terminatenot apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company or the Company Stockholders, on the one hand, or Parent or Merger Sub, on the other hand, as applicable; (ii) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents or representatives from a third party who was not bound to an obligation of confidentiality; (iv) information developed by such Party independently without any reliance on the non-public information received from any other Party; (v) disclosure required by Applicable Legal Requirement or stock exchange rule; or (vi) disclosure consented to in writing by Parent or Merger Sub (in the case of the Company Stockholders and, prior to the Closing, the Company) or the Company (in the case of Parent or Merger Sub). (b) Notwithstanding the foregoing, none of the Parties will make any public announcement or issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by Parent, or Parent, in the case of a public announcement by the Company Stockholders or the Company (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except: (i) if such announcement or other communication is required by Applicable Legal Requirements, in which case the disclosing Party shall, to the extent permitted by Applicable Legal Requirements, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) in the case of the Company or the Company Stockholders, Parent and their respective Affiliates, if such announcement or other communication is made in connection with fundraising or other investment related activities and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality; (iii) announcements and communications regarding this Agreement and the Transactions to the Group Companies’ stockholders, Affiliates, and its and their respective directors, officers, employees, managers and advisors, in each case subject to an obligation of confidentiality; (iv) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with Section 7.3 or this Section 7.4(b); (v) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the Transactions required to be made under this Agreement; and (vi) communications to customers and suppliers of the Group Companies for purposes of seeking any consents and approvals required in connection with the Transactions. (c) The Company will afford Parent and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of the Company during the period prior to the Closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Company, as Parent may reasonably request in connection with the consummation of the Transactions; provided, however, that each (i) any such access shall be conducted in a manner not to interfere with the businesses or operations of the parties hereby acknowledges its confidentiality obligations Company, (ii) the Company shall not be required to provide access to or to disclose information where such access or disclosure would (x) contravene any Applicable Legal Requirement, Order or Contract of any Group Companies or, if determined by the Company in good faith after consulting with counsel, reasonably be expected to result in antitrust risk for the Confidentiality Agreement will terminate only with respect Company, (y) reasonably be expected to information relating violate or result in a loss or impairment of any attorney client, legal or work product privilege or (z) expose the Company to risk of liability for disclosure of sensitive or Personal Information and (iii) the Business; Company shall not be required to provide such access if the Company in good faith determines, in light of any Pandemic Measures, that such access would reasonably be expected to jeopardize the health and that each safety of the parties acknowledges that any and all other information provided Group Company personnel or Made Available to it concerning Honeywell and its Subsidiaries will remain subject to the terms and conditions of the Confidentiality Agreement after the Closingrepresentatives. (bd) From Parent will afford the date hereof until the Closing Date or earlier termination of this AgreementCompany and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the extent permitted by Lawproperties, Honeywell shallbooks, records and shall cause Sellers and personnel of Parent during the Transferred Entities to provide Purchaser and its respective officers and other representatives and employees with such access period prior to the facilities Closing to obtain all information concerning the business, including properties, results of operations and personnel of Parent, as the Business and its principal personnel and such books and records pertaining to the Business as Purchaser Company may reasonably request in order to effectuate connection with the transactions contemplated hereby, without charge by Sellers to Purchaser (but otherwise at Purchaser’s expense), consummation of the Transactions; provided, however, that certain materials subject any such access shall be conducted in a manner not to any confidentiality obligations or attorney client privilege, or which may not be shared interfere with the other party pursuant to applicable Law, have not been and will not be so delivered, but Honeywell shall use its commercially reasonable efforts to disclose such information in a way that would not violate such obligation businesses or waive such privilege, and provided further, that (i) Purchaser agrees that such access will be exercised during normal business hours and without causing unreasonable interference with the operations of the Business, and (ii) Sellers shall furnish to Purchaser or its representatives, upon reasonable written request, such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Business (or legible copies thereof) as Purchaser may from time to time reasonably request. Purchaser and its representatives shall not contact any suppliers, customers, landlords and other business relations or employees of the Business without Honeywell’s prior written consentParent.

Confidentiality; Access to Information. (a) The Any confidentiality agreement or letter of intent previously executed by the parties acknowledge that shall be superseded in its entirety by the provisions of this Agreement. Each party agrees to maintain in confidence any non-public information being Made Available received from the other party, and to them use such non-public information only for purposes of consummating the transactions contemplated by Honeywell, Sellers and their respective Subsidiaries this Agreement. Such confidentiality obligations will not apply to (i) information which was known to the one party or their respective agents prior to receipt from the other party; (ii) information which is or representativesbecomes generally known; (iii) information acquired by a party or their respective agents from a third party who was not bound to an obligation of confidentiality; and (iv) disclosure required by law. In the event this Agreement is subject terminated as provided in Article 8 hereof, each party will return or cause to be returned to the terms of a confidentiality agreement dated November 18, 2010 by other all documents and between Rank Group and Honeywell (other material obtained from the “Confidentiality Agreement”), other in connection with the terms of which are incorporated herein by reference. Effective upon the Closing, the Confidentiality Agreement will terminate; provided, however, that each of the parties hereby acknowledges its confidentiality obligations in the Confidentiality Agreement will terminate only with respect to information relating to the Business; and that each of the parties acknowledges that any and all other information provided or Made Available to it concerning Honeywell and its Subsidiaries will remain subject to the terms and conditions of the Confidentiality Agreement after the ClosingTransaction contemplated hereby. (b) From the date hereof until the Closing Date or earlier termination of this AgreementAccess to Information. (i) Sinary will afford EXDG and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the extent permitted properties, books, records and personnel of Sinary during the period prior to the Closing to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and personnel of Sinary, as EXDG may reasonably request. No information or knowledge obtained by Law, Honeywell shall, and shall cause Sellers and EXDG in any investigation pursuant to this Section 6.8 will affect or be deemed to modify any representation or warranty contained herein or the Transferred Entities conditions to provide Purchaser the obligations of the parties to consummate the Transaction. (ii) EXDG will afford Sinary and its respective officers financial advisors, underwriters, accountants, counsel and other representatives and employees with such reasonable access to the facilities of the Business and its principal personnel and such books and records pertaining to the Business as Purchaser may reasonably request in order to effectuate the transactions contemplated hereby, without charge by Sellers to Purchaser (but otherwise at Purchaser’s expense), provided, however, that certain materials subject to any confidentiality obligations or attorney client privilege, or which may not be shared with the other party pursuant to applicable Law, have not been and will not be so delivered, but Honeywell shall use its commercially reasonable efforts to disclose such information in a way that would not violate such obligation or waive such privilege, and provided further, that (i) Purchaser agrees that such access will be exercised during normal business hours and without causing unreasonable interference with the operations of the Business, and (ii) Sellers shall furnish to Purchaser or its representativeshours, upon reasonable written requestnotice, such additional financial to the properties, books, records and operating data and other personnel of EXDG during the period prior to the Closing to obtain all information regarding concerning the assetsbusiness, including the status of product development efforts, properties, liabilities results of operations and goodwill personnel of the Business (or legible copies thereof) EXDG, as Purchaser Sinary may from time to time reasonably request. Purchaser and its representatives shall not contact No information or knowledge obtained by Sinary in any suppliers, customers, landlords and other business relations investigation pursuant to this Section 6.8 will affect or employees be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Business without Honeywell’s prior written consentparties to consummate the Transaction.

Confidentiality; Access to Information. (a) The parties acknowledge Each of the Purchasers acknowledges that the information being Made Available made available to them it by Honeywell, the Sellers and their respective Subsidiaries Affiliates (or their respective agents or representatives) is subject to the terms of a confidentiality agreement that certain Confidentiality and Standstill Agreement, dated November as of September 18, 2010 2012, by and between Rank Group York Special Opportunities Fund, L.P. and Honeywell Parent (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon upon, and only upon, the Closing, the confidentiality and non-disclosure provisions of the Confidentiality Agreement will terminateterminate with respect to “Evaluation Material” (as defined in the Confidentiality Agreement) relating to the Companies, their Subsidiaries and/or the Business and no party thereto (nor any of their respective successors in interest) shall have any further rights, duties, liabilities or obligations of any nature whatsoever with respect thereto; provided, however, that each of the parties Purchasers hereby further acknowledges and agrees that its confidentiality and non-disclosure obligations in the Confidentiality Agreement will terminate only with respect to information such “Evaluation Material” relating to the Business; Companies, their Subsidiaries and/or the Business and that each of the parties acknowledges that any and all other information “Evaluation Material” provided or Made Available made available to it by the Sellers or their respective Affiliates (or their respective agents or representatives) concerning Honeywell and its the Sellers or their respective Affiliates (other than the Companies, their Subsidiaries will and/or the Business) shall remain subject to the terms and conditions of the Confidentiality Agreement after Agreement, which shall remain in effect in accordance with its terms to the Closingextent not modified by this Section 5.4(a). (b) From Between the date hereof until and the Closing Date or earlier termination of this AgreementClosing, to the extent permitted by Law, Honeywell Sellers shall, subject to compliance with applicable Laws and shall cause any Contracts to which the Sellers or any of their respective Affiliates (including the Companies and their Subsidiaries) is a party, provide the Purchasers access and the Transferred Entities opportunity to provide Purchaser and its respective officers and other representatives and employees with make such access to the facilities investigation of the Business management, employees, properties, businesses and its principal personnel operations of the Companies and their Subsidiaries, and such books examination of the books, records and records pertaining to financial condition of the Business Companies and their Subsidiaries, as Purchaser may they reasonably request in order to effectuate the transactions contemplated hereby, without charge by Sellers to Purchaser (but otherwise at Purchaser’s expense), request; provided, however, that certain materials subject neither the Sellers nor any of their Affiliates shall be required to disclose to the Purchasers or any confidentiality obligations agent or attorney Representative of the Purchasers any information if they believe in good faith (after consultation with knowledgeable counsel) that doing so could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client privilege, and work product privileges) or which may such disclosure would violate any applicable Law or contractual requirement. Any such investigation and examination will be conducted under reasonable circumstances after appropriate advance notice and in a manner so as not be shared to unreasonably interfere with the other party pursuant to applicable Law, have not been and will not be so delivered, but Honeywell shall use its commercially reasonable efforts to disclose such information in a way that would not violate such obligation or waive such privilege, and provided further, that (i) Purchaser agrees that such access will be exercised during normal business hours and without causing unreasonable interference with the operations conduct of the Business, and (ii. No investigation pursuant to this Section 5.4(b) Sellers shall furnish to Purchaser affect any representation or its representatives, upon reasonable written request, such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill warranty of any of the Business (Sellers in this Agreement or legible copies thereof) as any condition to the obligations of either Purchaser may from time to time reasonably request. Purchaser and its representatives shall not contact any suppliers, customers, landlords and other business relations or employees of the Business without Honeywell’s prior written consenthereunder.

Confidentiality; Access to Information. (a) The parties acknowledge Each of the Company and the Parent acknowledges that the information being Made Available to them by Honeywell, Sellers and their respective Subsidiaries (or their respective agents or representatives) it is subject a party to the terms of a confidentiality agreement dated November 18, 2010 by and between Rank Group and Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon Following Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement with respect to the obligations of the Company and the Parent; provided, however, that if for any reason this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Beginning on the date hereof and ending on the second anniversary of this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will terminatenot apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company or the Company Stockholders, on the one hand, or Parent, Merger Sub I or Merger Sub II, on the other hand, as applicable; (ii) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents or representatives from a third party who was not bound to an obligation of confidentiality; (iv) information developed by such Party independently without any reliance on the non-public information received from any other Party; (v) disclosure required by Applicable Legal Requirement or stock exchange rule; or (vi) disclosure consented to in writing by Parent, Merger Sub I or Merger Sub II (in the case of the Company Stockholders and, prior to the Closing, the Company) or the Company (in the case of Parent, Merger Sub I or Merger Sub II). (b) Notwithstanding the foregoing, none of the Parties will make any public announcement or issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by Parent, or Parent, in the case of a public announcement by the Company Stockholders or the Company (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except: (i) if such announcement or other communication is required by Applicable Legal Requirements, in which case the disclosing Party shall, to the extent permitted by Applicable Legal Requirements, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) in the case of the Company or the Company Stockholders, Parent and their respective Affiliates, if such announcement or other communication is made in connection with fundraising or other investment related activities and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality; (iii) announcements and communications regarding this Agreement and the Transactions to the Group Companies’ stockholders, Affiliates, and its and their respective directors, officers, employees, managers and advisors, in each case subject to an obligation of confidentiality; (iv) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with Section 6.3 or this Section 6.4(b); (v) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the Transactions required to be made under this Agreement; and (vi) communications to customers and suppliers of the Group Companies for purposes of seeking any consents and approvals required in connection with the Transactions. (c) The Company will afford, and will cause the other Group Companies to afford, Parent and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of the Company and the other Group Companies during the period prior to the Closing to obtain all information concerning the business, including the status of the C Acquisition, business development efforts, properties, results of operations and personnel of the Company and the other Group Companies, as Parent may reasonably request in connection with the consummation of the Transactions; provided, however, that each (i) any such access shall be conducted in a manner not to interfere with the businesses or operations of the parties hereby acknowledges its confidentiality obligations Group Companies, (ii) no Group Company shall be required to provide access to or to disclose information where such access or disclosure would (x) contravene any Applicable Legal Requirement, Order or Contract of any Group Companies or, if determined by the Company in good faith after consulting with counsel, reasonably be expected to result in antitrust risk for the Confidentiality Agreement will terminate only with respect Company, (y) reasonably be expected to information relating violate or result in a loss or impairment of any attorney-client, legal or work product privilege or (z) expose a Group Company to risk of liability for disclosure of sensitive or Personal Information and (iii) no Group Company shall be required to provide such access if the Business; Company in good faith determines, in light of any Pandemic Measures, that such access would reasonably be expected to jeopardize the health and that each safety of the parties acknowledges that any and all other information provided Group Company personnel or Made Available to it concerning Honeywell and its Subsidiaries will remain subject to the terms and conditions of the Confidentiality Agreement after the Closingrepresentatives. (bd) From Parent will afford the date hereof until the Closing Date or earlier termination of this AgreementCompany and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the extent permitted by Lawproperties, Honeywell shallbooks, records and shall cause Sellers and personnel of Parent during the Transferred Entities to provide Purchaser and its respective officers and other representatives and employees with such access period prior to the facilities Closing to obtain all information concerning the business, including properties, results of operations and personnel of Parent, as the Business and its principal personnel and such books and records pertaining to the Business as Purchaser Company may reasonably request in order to effectuate connection with the transactions contemplated hereby, without charge by Sellers to Purchaser (but otherwise at Purchaser’s expense), consummation of the Transactions; provided, however, that certain materials subject to any confidentiality obligations or attorney client privilege, or which may not be shared with the other party pursuant to applicable Law, have not been and will not be so delivered, but Honeywell shall use its commercially reasonable efforts to disclose such information in a way that would not violate such obligation or waive such privilege, and provided further, that (i) Purchaser agrees any such access shall be conducted in a manner not to interfere with the businesses or operations of Parent, (ii) the Parent shall not be required to provide access to or to disclose information where such access or disclosure would (x) contravene any Applicable Legal Requirement, Order or Contract of the Parent, (y) reasonably be expected to violate or result in a loss or impairment of any attorney-client, legal or work product privilege or (z) expose the Parent to risk of liability for disclosure of sensitive or Personal Information and (iii) the Parent shall not be required to provide such access if the Parent in good faith determines, in light of any Pandemic Measures, that such access will would reasonably be exercised during normal business hours expected to jeopardize the health and without causing unreasonable interference with the operations safety of the Business, and (ii) Sellers shall furnish to Purchaser Parent’s personnel or its representatives, upon reasonable written request, such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Business (or legible copies thereof) as Purchaser may from time to time reasonably request. Purchaser and its representatives shall not contact any suppliers, customers, landlords and other business relations or employees of the Business without Honeywell’s prior written consent.

Confidentiality; Access to Information. (ai) Prior to the Effective Time and after any termination of this Agreement each party hereto will hold, and will use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) and representatives (collectively, the "Representatives"), to hold, in confidence all confidential documents and information concerning the other parties hereto and the Subsidiary furnished to such party in connection with the transactions contemplated by this Agreement, including, without limitation, all analyses, compilations, studies or records prepared by the party receiving the information or by such party's Representatives, that contain or otherwise reflect or are generated from such information (collectively, the "Confidential Material"). The party furnishing any Confidential Material is herein referred to as the "Delivering Company" and the party receiving any Confidential Material is herein referred to as the "Receiving Company." (ii) The parties acknowledge Receiving Company agrees that the Confidential Material will not be used other than for the purpose of the transaction contemplated by this Agreement, and that such information being Made Available to them will be kept confidential by Honeywell, Sellers the Receiving Company and their respective Subsidiaries (or their respective agents or representatives) is subject to the terms of a confidentiality agreement dated November 18, 2010 by and between Rank Group and Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon the Closing, the Confidentiality Agreement will terminateits Representatives; provided, however, that (1) any of such information may be disclosed to the Representatives who need to know such information for the purpose described above (it being understood that (a) each such Representative shall be informed by the Receiving Company of the parties hereby acknowledges confidential nature of such information, shall be directed by the Receiving Company to treat such information confidentially and not to use it other than for the purpose described above and shall agree to be bound by the terms of this Section 6.1.C. and (b) in any event, the Receiving Company shall be responsible for any breach of this Agreement by any of its confidentiality obligations Representatives) and (2) any other disclosure of such information may be made if the Delivering Company has, in advance, consented to such disclosure in writing. The Receiving Company will make all reasonable, necessary and appropriate efforts to safeguard the Confidential Material from disclosure to anyone other than as permitted hereby. (iii) Notwithstanding the foregoing, if the Receiving Company or any of its Representatives is requested or required (by oral question or request for information or documents in legal proceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Confidential Material, the Receiving Company will promptly notify the Delivering Company of such request or requirement so that the Delivering Company may seek an appropriate protective order and/or waive the Receiving Company's compliance with the provisions or this Agreement. If, in the Confidentiality Agreement absence of a protective order or the receipt of a waiver hereunder, the Receiving Company or any of its Representatives is nonetheless, in the reasonable written opinion of the Receiving Company's counsel, compelled to disclose Confidential Material to any tribunal, the Receiving Company or such Representative, after notice to the Delivering Company, may disclose such information to such tribunal. The Receiving Party shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will terminate only be accorded the Confidential Material so disclosed. The Receiving Company or such Representative shall not be liable for the disclosure of Confidential Material hereunder to a tribunal compelling such disclosure unless such disclosure to such tribunal was caused by or resulted from a previous disclosure by the Receiving Company or any of its Representatives not permitted by this Agreement. (iv) This Section 6.1.C. shall be inoperative as to particular portions of the Confidential Material if such information (1) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Company or its Representatives; (2) was available to the Receiving Company on a non-confidential basis prior to its disclosure to the Receiving Company by the Delivering Company or the Delivering Company's Representatives or (3) becomes available to the Receiving Company on a non-confidential basis from a source other than the Delivering Company or the Delivering Company's Representatives, provided that such source is not known by the Receiving Company, after reasonable inquiry, to be bound by a confidentiality agreement with the Delivering Company or the Delivering Company's Representatives and is not otherwise prohibited from transmitting the information to the Receiving Company by a contractual, legal or fiduciary obligation. The fact that information included in the Confidential Material is or becomes otherwise available to the Receiving Company or its Representatives under clauses (1) through (2) above shall not relieve the Receiving Company or its Representatives of the prohibitions of the confidentiality provisions of this Section 6.1. with respect to information relating to the Business; and that each balance of the parties acknowledges that any and all other information provided or Made Available to it concerning Honeywell and its Subsidiaries will remain subject to the terms and conditions of the Confidentiality Agreement after the ClosingConfidential Material. (bv) From the date hereof until the Closing Date If this Agreement is terminated, each party hereto will, and will use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or earlier termination of this Agreement, deliver to the extent permitted by Lawparty from whom such Confidential Material was obtained, Honeywell shallupon request, all documents and other materials, and shall cause Sellers and the Transferred Entities to provide Purchaser and all copies thereof, obtained by such party or on its respective officers and behalf from any such other representatives and employees parties in connection with such access to the facilities of the Business and its principal personnel and such books and records pertaining to the Business as Purchaser may reasonably request in order to effectuate the transactions contemplated hereby, without charge by Sellers to Purchaser (but otherwise at Purchaser’s expense), provided, however, this Agreement that certain materials are subject to any confidentiality obligations or attorney client privilege, or which may not be shared with the other party pursuant to applicable Law, have not been and will not be so delivered, but Honeywell shall use its commercially reasonable efforts to disclose such information in a way that would not violate such obligation or waive such privilege, and provided further, that (i) Purchaser agrees that such access will be exercised during normal business hours and without causing unreasonable interference with the operations of the Business, and (ii) Sellers shall furnish to Purchaser or its representatives, upon reasonable written request, such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Business (or legible copies thereof) as Purchaser may from time to time reasonably request. Purchaser and its representatives shall not contact any suppliers, customers, landlords and other business relations or employees of the Business without Honeywell’s prior written consentconfidence.

Confidentiality; Access to Information. (a) The parties Company and Parent each acknowledge that the information being Made Available to them by Honeywell, Sellers and their respective Subsidiaries (or their respective agents or representatives) it is subject a party to the terms of a confidentiality agreement dated November 18, 2010 by and between Rank Group and Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, and the Company and Parent each agree to be bound by the Confidentiality Agreement. Effective upon Following Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement; provided, however, that if for any reason this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Beginning on the date hereof and ending on the second anniversary of this Agreement (but perpetually with respect to any trade secrets), each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will terminatenot apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company or the Company Stockholders, on the one hand, or Parent or Merger Sub, on the other hand, as applicable; (ii) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents or representatives from a third party who was not bound to an obligation of confidentiality; (iv) information developed by such Party independently without any reliance on the non-public information received from any other Party; (v) disclosure required by Applicable Legal Requirement or stock exchange rule; or (vi) disclosure consented to in writing by Parent or Merger Sub (in the case of the Company Stockholders and, prior to the Closing, the Company) or the Company (in the case of Parent or Merger Sub). (b) Notwithstanding the foregoing, none of the Parties will make any public announcement or issue any public communication regarding this Agreement, any other Transaction Agreement or the Transactions or any matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by Parent, or Parent, in the case of a public announcement by the Company Stockholders or the Company (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except: (i) if such announcement or other communication is required by Applicable Legal Requirements, in which case the disclosing Party shall, to the extent permitted by Applicable Legal Requirements, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) in the case of the Company or the Company Stockholders, Parent and their respective Affiliates, if such announcement or other communication is made in connection with fundraising or other investment related activities and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality; (iii) announcements and communications regarding this Agreement and the Transactions to the Group Companies’ stockholders, Affiliates, and its and their respective directors, officers, employees, managers and advisors, in each case subject to an obligation of confidentiality; (iv) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with Section 7.4 or this Section 7.5(b); (v) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the Transactions required to be made under this Agreement; and (vi) communications to customers and suppliers of the Group Companies for purposes of seeking any consents and approvals required in connection with the Transactions. (c) The Company will afford Parent and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of the Company during the period prior to the Closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Company, as Parent may reasonably request in connection with the consummation of the Transactions; provided, however, that each (i) any such access shall be conducted in a manner not to interfere with the businesses or operations of the parties hereby acknowledges its confidentiality obligations Company, (ii) the Company shall not be required to provide access to or to disclose information where such access or disclosure would (x) contravene any Applicable Legal Requirement, Order or Contract of any Group Companies or, if determined by the Company in good faith after consulting with counsel, reasonably be expected to result in antitrust risk for the Confidentiality Agreement will terminate only with respect Company, (y) reasonably be expected to information relating violate or result in a loss or impairment of any attorney client, legal or work product privilege or (z) expose the Company to risk of liability for disclosure of sensitive or Personal Information and (iii) the Business; Company shall not be required to provide such access if the Company in good faith determines, in light of any Pandemic Measures, that such access would reasonably be expected to jeopardize the health and that each safety of the parties acknowledges that any and all other information provided Group Company personnel or Made Available to it concerning Honeywell and its Subsidiaries will remain subject to the terms and conditions of the Confidentiality Agreement after the Closingrepresentatives. (bd) From Parent will afford the date hereof until the Closing Date or earlier termination of this AgreementCompany and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the extent permitted by Lawproperties, Honeywell shallbooks, records and shall cause Sellers and personnel of Parent during the Transferred Entities to provide Purchaser and its respective officers and other representatives and employees with such access period prior to the facilities Closing to obtain all information concerning the business, including properties, results of operations and personnel of Parent, as the Business and its principal personnel and such books and records pertaining to the Business as Purchaser Company may reasonably request in order to effectuate connection with the transactions contemplated hereby, without charge by Sellers to Purchaser (but otherwise at Purchaser’s expense), consummation of the Transactions; provided, however, that certain materials subject any such access shall be conducted in a manner not to any confidentiality obligations or attorney client privilege, or which may not be shared interfere with the other party pursuant to applicable Law, have not been and will not be so delivered, but Honeywell shall use its commercially reasonable efforts to disclose such information in a way that would not violate such obligation businesses or waive such privilege, and provided further, that (i) Purchaser agrees that such access will be exercised during normal business hours and without causing unreasonable interference with the operations of the Business, and (ii) Sellers shall furnish to Purchaser or its representatives, upon reasonable written request, such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Business (or legible copies thereof) as Purchaser may from time to time reasonably request. Purchaser and its representatives shall not contact any suppliers, customers, landlords and other business relations or employees of the Business without Honeywell’s prior written consentParent.

Confidentiality; Access to Information. (a) The parties acknowledge that A. All information, including formulas, patterns, compilations, programs, devices, methods, techniques or processes, know-how, trade secrets, proprietary information, financial information, employment information or other information furnished by the information being Made Available Parent or the Merger Subsidiary to them NEC VT or the Company or by Honeywell, Sellers and NEC VT or the Company to the Parent or the Merger Subsidiary or by or to their respective Subsidiaries (Representatives pursuant to or their respective agents in connection with this Agreement shall be treated as the sole property of the party providing the same. The party disclosing Confidential Information and its Representatives are referred to as the "Disclosing Party" and the party receiving Confidential Information and its Representatives are referred to as the "Recipient". If this Agreement is terminated for any reason, the Recipient shall, or representatives) is subject shall cause its Representatives to, return to the terms of a confidentiality agreement dated November 18, 2010 Disclosing Party all documents or other materials contained Confidential Information furnished by and between Rank Group and Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon the Closing, the Confidentiality Agreement will terminate; provided, however, that each Disclosing Party within ten days of the parties hereby acknowledges its confidentiality obligations in the Confidentiality Agreement will terminate only with respect to information relating to the Business; and that each of the parties acknowledges that any and all other information provided or Made Available to it concerning Honeywell and its Subsidiaries will remain subject to the terms and conditions of the Confidentiality Agreement after the Closing. (b) From the date hereof until the Closing Date or earlier termination of this Agreement, to the extent permitted by Law, Honeywell Termination Date. The Recipient shall, and shall cause Sellers its Representatives to, keep confidential all of such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential shall continue for two (2) years from the signing of this Agreement. The Recipient shall not have any obligation to treat as confidential (or cause its Representatives to treat as confidential) information which the Recipient can demonstrate was already properly in its or any of its employees' possession prior to the disclosure of such information by the Disclosing Party or its Representatives, was then generally known or available to the public, or thereafter becomes known or available to the public through no intentional wrongdoing on the part of the Recipient or its Representatives or was disclosed to the Recipient by a third party bound by no obligation of confidentiality to the Disclosing Party. B. In the event that the Recipient becomes legally compelled to disclose all or any portion of the Confidential Information, the Recipient will, or shall cause its Representative to, provide the Disclosing Party with prompt notice thereof, so that the Disclosing Party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Recipient or its Representatives will furnish only that portion of the Confidential Information that is legally required and the Transferred Entities to provide Purchaser and its respective officers and other representatives and employees with such access to the facilities of the Business and its principal personnel and such books and records pertaining to the Business as Purchaser may reasonably request in order to effectuate the transactions contemplated hereby, without charge by Sellers to Purchaser (but otherwise at Purchaser’s expense), provided, however, that certain materials subject to any confidentiality obligations or attorney client privilegeRecipient will, or which may not be shared with the other party pursuant to applicable Lawshall cause its Representative to, have not been and will not be so delivered, but Honeywell shall use its exercise commercially reasonable efforts to disclose such information in a way obtain reliable assurance that would not violate such obligation or waive such privilege, and provided further, that (i) Purchaser agrees that such access confidential treatment will be exercised afforded such portion of the Confidential Information. C. The Company will afford to the Parent and the Parent's Representatives full access during normal business hours throughout the period prior to the Closing Date to all of its properties, books, contracts, commitments and records (including without causing unreasonable interference with limitation Tax Returns) and, during such period shall furnish promptly upon request all information relating to the operations Company, that the Parent or any Representatives reasonably requires. D. No investigation pursuant to this Section 6.1 shall affect any representation or warranty in which Agreement of any Party hereto or any condition to the obligations of the Business, and (ii) Sellers shall furnish to Purchaser or its representatives, upon reasonable written request, such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Business (or legible copies thereof) as Purchaser may from time to time reasonably request. Purchaser and its representatives shall not contact any suppliers, customers, landlords and other business relations or employees of the Business without Honeywell’s prior written consentParties hereto.