Common use of Access to and use of information Clause in Contracts

Access to and use of information. Subject to Buyer’s obligations under the Confidentiality Agreement, Seller shall afford to the officers, employees and authorized representatives of Buyer (including independent public accountants and attorneys) reasonable access during normal business hours, upon reasonable advance notice, to the offices, properties and business and financial records (including computer files, retrieval programs and similar documentation) of the Companies and the Subsidiaries to the extent Buyer shall reasonably deem necessary for Buyer to operate the Business after the Effective Time and shall furnish to Buyer or its authorized representatives such additional information concerning the Business (as conducted by the Companies and the Subsidiaries) as shall be reasonably requested; provided, however, that Seller shall not be required to violate any obligation of confidentiality to which Seller, the Companies or any Subsidiary is subject (although Seller shall use commercially reasonable efforts to cause such obligation of confidentiality to be waived, provided it is understood that Seller shall not be required to make any payments or offer to grant any accommodation, financial or otherwise, to any third party to obtain any such waiver) or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 6.1; provided, further, Seller shall not be required to furnish or otherwise make available to Buyer competitively sensitive information relating to areas of the Business in which Buyer or its Affiliates compete against the Companies and Subsidiaries; and, provided, further, that neither Buyer nor any of its officers, employees, agents or representatives shall have access to any personnel of the Business or any other businesses of Seller or any of its Affiliates other than the persons identified on Schedule 6.1 of the Seller Disclosure Schedule without Seller’s prior written consent, which shall not be unreasonably withheld or delayed. Buyer agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Companies, the Subsidiaries or Seller. Seller acknowledges and agrees that Buyer shall have the right to disclose confidential information of the Business in any confidential information or offering memorandum related to the Financing (which memorandum may be used by Buyer’s Financing sources in their marketing of the Financing) to the extent that counsel to Buyer advises Buyer that such disclosure would be necessary if the confidential information or offering memorandum were to satisfy the requirements of a registered public offering of the securities pursuant to a Registration Statement on Form S-1 or Buyer’s Financing sources advise Buyer that the absence of such disclosure would materially adversely affect the marketing of the Financing; provided, that Buyer shall include appropriate and customary confidentiality legends in such confidential offering memorandum; and provided further, that Buyer shall provide Seller with a reasonable right to review any portion of the confidential offering memorandum relating to the Business or the transactions contemplated hereby.

Access to and use of information. Subject to Buyer’s obligations under the Confidentiality Agreement, Seller shall afford Confidentiality. (a) Prior to the officersClosing, employees each of Banyan, on the one hand, and authorized representatives of Buyer (including independent public accountants Medix, on the other hand, shall, during ordinary business hours and attorneys) on reasonable access during normal business hours, upon reasonable advance notice, to give the offices, properties other party and business and financial records (including computer files, retrieval programs and similar documentation) of the Companies and the Subsidiaries to the extent Buyer shall reasonably deem necessary for Buyer to operate the Business after the Effective Time and shall furnish to Buyer or its authorized representatives reasonable access to all of its personnel, books, records, offices and other facilities and properties, and permit such additional information concerning the Business (as conducted by the Companies and the Subsidiaries) as shall be reasonably requested; provided, however, that Seller shall not be required to violate any obligation of confidentiality to which Seller, the Companies or any Subsidiary is subject (although Seller shall use commercially reasonable efforts to cause such obligation of confidentiality to be waived, provided it is understood that Seller shall not be required other party to make any payments or offer to grant any accommodationsuch inspections thereof as such other party may reasonably request, financial or otherwise, to any third party to obtain any such waiver) or to waive any privilege which any of them may possess in discharging and cause its obligations pursuant to this Section 6.1; provided, further, Seller shall not be required officers and advisors to furnish or otherwise make available to Buyer competitively sensitive such other party with such financial, operating and other information relating to areas of the Business in which Buyer or regarding such its Affiliates compete against the Companies (and Subsidiaries; andits subsidiaries') activities, providedagreements, furthercommitments, that neither Buyer nor any of its officersliabilities, employees, agents or representatives shall have access to any personnel of the Business or any and properties as such other businesses of Seller or any of its Affiliates other than the persons identified on Schedule 6.1 of the Seller Disclosure Schedule without Seller’s prior written consent, which shall not be unreasonably withheld or delayedparty may reasonably request. Buyer agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Companies, the Subsidiaries or Seller. Seller Medix acknowledges and agrees that Buyer shall have some such information that will be provided to Banyan may be disclosed to other parties in connection with the right to disclose confidential information preparation and filing of the Business Registration Statement, and will be included in the Joint Proxy Statement/Prospectus included in the Registration Statement, and, accordingly, may become publicly available. Prior to filing of the Joint Proxy Statement/Prospectus, Banyan shall give Medix an opportunity to review and comment on the disclosures therein that relate to the Subsidiaries. Medix agrees to furnish to Banyan and NuMed such information and to execute such documents as Banyan or NuMed shall reasonably request and as shall be requested by others in connection with the Registration Statement and the NuMed Merger. (b) Medix shall use its best efforts to provide to Banyan such financial statements and other information concerning the Subsidiaries as Banyan shall reasonably request in order to comply with the requirements for the Registration Statement under the Securities Act and the rules promulgated thereunder. (c) Each of Banyan, on the one hand, and Medix, on the other hand, shall use Confidential Information (as defined below) and all notes, documents and materials prepared by or for it which reflect, interpret, evaluate, include or are derived from Confidential Information ("Evaluation Material") solely to evaluate and consider the proposed transaction, and, in the case of information provided to Banyan, to prepare the Joint Proxy Statement/Prospectus. Each party shall not use any confidential such information or offering memorandum related material to compete with or adversely affect the Financing (which memorandum may be used by Buyer’s Financing sources in their marketing business or operations of the Financing) other party. Except to the extent that counsel some such information is included in the Joint Proxy Statement/Prospectus, each party shall keep the Confidential Information and Evaluation Material strictly confidential and, except as authorized in this paragraph, shall not disclose or distribute Confidential Information or Evaluation Material to Buyer advises Buyer any person or entity without the prior written consent of the other party. Each party may disclose Confidential Information or Evaluation Material to such of its Representatives who need to have the Confidential Information and Evaluation Material to participate in or contribute to the proposed transaction, so long as those Representatives agree to be bound by this paragraph, and then only to the extent necessary to their participation or contribution. Each party shall be responsible for any breach of this Agreement by its Representatives. For the purposes of this paragraph "Confidential Information" means all information in whatever form furnished by or on behalf of either party to the other party together with any other information concerning such party which has already been furnished by such party to the other party; provided that it does not include information which such party can demonstrate (i) is generally available to or known by the public other than as a result of disclosure by such party or (ii) was obtained by such party from a source other than the other party, provided that such disclosure would be necessary if the confidential information or offering memorandum were to satisfy the requirements source was not bound by a duty of a registered public offering of the securities pursuant to a Registration Statement on Form S-1 or Buyer’s Financing sources advise Buyer that the absence of such disclosure would materially adversely affect the marketing of the Financing; provided, that Buyer shall include appropriate and customary confidentiality legends in such confidential offering memorandum; and provided further, that Buyer shall provide Seller with a reasonable right to review any portion of the confidential offering memorandum relating to the Business or the transactions contemplated herebyother party with respect to such information.