Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. Subject to applicable Law, and upon reasonable prior written notice, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and to its Representatives reasonable access during normal business hours during the period prior to the Effective Time to all of their properties, offices, personnel and books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial, operating and other data and information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that any such access shall not interfere unreasonably with the business or operations of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement.

Access to Information; Confidentiality. Subject to applicable Law, The Company and upon reasonable prior written notice, the Company shall, and Sellers shall cause each of the Company Subsidiaries to, (i) afford to Parent Purchaser and to its Representatives reasonable access representatives full access, during normal business hours during the period prior to the Effective Time and upon reasonable notice, to all of their propertiesthe Company’s properties and facilities (including all real property and the buildings, officesstructures, personnel fixtures, appurtenances and books improvements erected, attached or located thereon), books, financial information (including working papers and records and, during such period, data in the Company shall, and shall cause each possession of the Company Subsidiaries toor its independent public accountants, internal audit reports, and “Management Letters” from such accountants with respect to the Company’s systems of internal control, if any), Contracts and records of the Company and, (ii) during such period between the execution hereof and the Closing, to promptly furnish promptly to Parent all financial, operating Purchaser and other data and its representatives such information concerning its businessthe businesses (including information relating to supplier, vendor, customer, product pricing, advertising/media planning), properties and personnel as Parent may reasonably request; provided, however, that any such access shall not interfere unreasonably with the business or operations of the Company or as Purchaser and its representatives shall reasonably request. From the date hereof, the Company Subsidiaries or otherwise result in any unreasonable interference with shall generally keep Purchaser and its representatives informed as to all material matters involving the prompt operations and timely discharge by such employees of their normal duties. If any businesses of the Company. The Company shall cause its officers, employees, consultants, agents, accountants, attorneys and other representatives to supply to Purchaser’s and its representatives such information as shall have been reasonably requested. No information provided to or material furnished obtained by Purchaser and its representatives pursuant to this Section 6.02 includes materials 6.1 shall limit or information subject otherwise affect the remedies available hereunder to the attorney-client 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 Purchaser (including Purchaser’s right 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. All information exchanged seek indemnification pursuant to this Section 6.02 shall be subject to the non-disclosure agreementArticle VIII), dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of, or the conditions to the obligations of, the Parties hereto. Each Party shall keep confidential the terms and conditions of this Agreement and other confidential commercial information disclosed by another Party hereto (collectively, the parties hereto contained in this Agreement“Confidential Information”).

Access to Information; Confidentiality. Subject (a) From the date of this Agreement until the Effective Time and subject to applicable Applicable Law, and upon reasonable prior written notice, the Company shall, and shall cause each of the Company its Subsidiaries to, afford upon reasonable notice and request, (i) give to Parent Parent, its counsel, financial advisors, auditors, Financing Sources and to its Representatives other authorized representatives reasonable access during normal business hours to its offices, properties, books and records, including, but not limited to, for purposes of continuing their due diligence of the Company and without limitation for matters relating to export controls and government contracts, (ii) furnish to Parent and its counsel such financial and operating data and other information as such Persons may reasonably request and a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the period requirements of federal or state securities laws and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized 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 shall, prior to the Effective Time to all of their propertiesTime, offices, personnel and books and records and, during such period, require the Company shallto take any action that would, and shall cause each 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 to, furnish promptly or violate confidentiality obligations owing to Parent all financial, operating and other data and information concerning its business, properties and personnel as Parent may reasonably requestthird parties; provided, however, that any such access shall not interfere unreasonably with the business or operations of the Company shall make a good faith effort to accommodate any request from Parent for access or the Company Subsidiaries or otherwise information pursuant to this Section in a manner that does not result in any unreasonable interference with the prompt and timely discharge by such employees of their normal dutiesa waiver or violation. If any of the All information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure confidentiality agreement, dated as of October 31November 22, 20122010, between Parent and the Company and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement.

Access to Information; Confidentiality. Subject (a) Each of Inuvo and CPT shall afford to each other’s officers, employees, accountants, counsel, financial advisors, and other representatives, reasonable access (subject to applicable LawLaws regarding the sharing of such information), during normal business hours, and upon reasonable prior written notice, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and to its Representatives reasonable access during normal business hours during the period from the Execution Date through the Effective Time or the termination of this Agreement, to its properties, books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the Effective Time date hereof. Any investigation conducted pursuant to all the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their propertiesrespective Subsidiaries, officesas the case may be, personnel and books and records and, during or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, the Company shall, CPT and Inuvo shall cause each of the Company Subsidiaries to, furnish or make available promptly to Parent all financialeach other (except as otherwise available on EDXXX) (i) a copy of each report, operating schedule, registration statement and other data document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties properties, assets and personnel as Parent the other may reasonably request; provided. Notwithstanding the foregoing, however, that any such access shall not interfere unreasonably with the business or operations of the Company or the Company Subsidiaries Inuvo and CPT may restrict or otherwise result in prohibit access to any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials documents or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees extent that the parties have a commonality of interest with respect access to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material documents or information is not intended to, and shall not, waive or diminish in would risk waiver of 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 applicable to such protection under these privilegesdocuments or information. Except as otherwise required by applicable Law, this Agreementall information obtained by Inuvo and CPT, and under the joint defense doctrine. All information exchanged their respective Subsidiaries, pursuant to this Section 6.02 6.3(a) shall be subject to kept confidential in accordance with the non-disclosure confidentiality agreement, dated as of October 31May 17, 20122018, by and between the Company Inuvo and Parent CPT (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 ) or information provided or received by any party hereto pursuant to this Agreement will affect any of other similar agreement among the representations or warranties of the parties hereto contained in this AgreementParties.

Access to Information; Confidentiality. Subject to applicable Law, and upon reasonable prior written notice, the The Company shall, and shall cause each its Subsidiaries and the Representatives of the Company and its Subsidiaries to, afford to Parent Parent, and to its Representatives Parent’s 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 and the termination of this Agreement to all of their its and its Subsidiaries’ Representatives, properties, officesoffices and other facilities, personnel and books and records and all other financial, operating and other data and information as Parent may reasonably request, and, during such period, the Company shallshall furnish, and shall cause each of the Company Subsidiaries toas promptly as practicable, furnish promptly to Parent all financial, operating and other data and information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided. Notwithstanding the foregoing, however, that any such access shall not interfere unreasonably with the business or operations of neither the Company or the Company nor any of its Subsidiaries or otherwise shall be required to disclose information that would result in any unreasonable interference with (i) the prompt and timely discharge by such employees loss of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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 information or (ii) result in a breach of a binding agreement to which the desire, intention and mutual understanding Company or any of its Subsidiaries entered into prior to the date of this Agreement. The relevant parties shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which restrictions of the parties that preceding sentence apply. Except for disclosures expressly permitted by the sharing terms 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure letter agreement, dated as of October 313, 20122008, between Parent and the Company and Parent (as it may be amended from time to time, the “Confidentiality Agreement”), Parent shall hold, and shall cause its respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02 or information provided provided, made available or received by any party hereto delivered to Parent pursuant to this Agreement will Section 6.02 or otherwise shall affect any of the representations or warranties of the parties hereto Company or conditions or rights of Parent or Merger Sub contained in this Agreement.

Access to Information; Confidentiality. Subject to applicable Law, and upon Upon reasonable prior written noticerequest, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent Parent, and to its Representatives Parent’s officers, employees, accountants, counsel, financial advisers and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to all of their respective properties, officesbooks, Contracts, commitments, personnel and books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial(i) a copy of each report, operating schedule, registration statement and other data document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request; provided. Without limiting the generality of the foregoing, howeverthe Company shall, that within two (2) Business Days of request therefor, provide to Parent the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act. Neither the Company nor any such access shall not interfere unreasonably with the business or operations of the Company Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees rights of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to its customers, jeopardize the attorney-client privilegeprivilege of the Person in possession or control of such information or contravene any law, work product doctrine order, judgment, decree or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigationsbinding agreement entered into prior to the date hereof. To the extent practicable, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is will make appropriate substitute disclosure arrangements under circumstances in which the desire, intention and mutual understanding restrictions 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 doctrinepreceding sentence apply. All information exchanged pursuant to this Section 6.02 7.02 shall be subject to the non-disclosure agreement, dated as of October 31, 2012, between Confidentiality Agreement and the Company Confidentiality Agreement shall remain in full force and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained effect in this Agreementaccordance with its terms.

Access to Information; Confidentiality. Subject to applicable Law, and upon reasonable prior written notice, the (a) The Company shall, and shall cause each of the Company its Subsidiaries to, afford to Parent and to its Representatives Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors reasonable access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of their respective properties, officesassets, personnel books, records, Contracts, Permits, documents, information, directors, officers and books employees but only to the extent that such access does not unreasonably interfere with the business or operations of the Company and records andits Subsidiaries or violate applicable Law, and during such period, period the Company shall, and shall cause each of the Company its Subsidiaries to, furnish promptly to Parent all financial, operating and other data and any information concerning its businessbusiness as Parent may reasonably request (including the work papers of the Company’s current and prior auditors). Following the date of this Agreement and prior to the Effective Time, properties Parent may (but shall not be required to), to the extent permitted by applicable Law, following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request; provided. No investigation by Parent or any of its officers, howeverdirectors, that employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any such access of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall not interfere unreasonably with the business or operations of the Company or the Company Subsidiaries operate as a waiver or otherwise result in affect any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client privilegerepresentation, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigationswarranty, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desirecovenant, 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 agreement 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, provision of this Agreement, and under or the joint defense doctrine. All information exchanged pursuant to this Section 6.02 shall be subject obligations of the Parties (or remedies with respect thereto) or the conditions to the non-disclosure agreementobligations of the Parties under this Agreement. Except as required by any applicable Law or Judgment, dated as of October 31Parent will hold, 2012and will direct its officers, between employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company and Parent (confidential in accordance with the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement.

Access to Information; Confidentiality. Subject The Company shall afford to applicable LawParent, and upon reasonable prior written noticeto Parent’s officers, the Company shallemployees, accountants, counsel, consultants, financial advisors and shall cause each of the Company Subsidiaries toother Representatives, afford to Parent and to its Representatives reasonable access during normal business hours during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of their its and its Subsidiaries’ properties, offices, personnel and books and records and to those employees of the Company to whom Parent reasonably requests access, and, during such period, the Company shallshall furnish, and shall cause each of the Company Subsidiaries toas promptly as practicable, furnish promptly to Parent all financial, operating and other data and information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; providedrequest (including the right to conduct Phase I Environmental Site Assessments, it being agreed, however, that the foregoing shall not permit Parent or any such Representatives to conduct any environmental testing or sampling). Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access shall not interfere unreasonably with to or disclose information where the business Company reasonably determines that such access or operations disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Law or any Contract to which the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of its Subsidiaries is subject. The parties shall make appropriate substitute disclosure arrangements in circumstances where the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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 privilegeprevious sentence applies. All such information provided Except for disclosures expressly permitted by the Company terms of 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, certain confidentiality letter agreement dated as of October 31February 3, 20122010, between Parent and the Company and Parent (as it may be amended from time to time, the “Confidentiality Agreement”). No investigation pursuant , Parent shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to this Section 6.02 hold, all information received from the Company or information provided its Representatives, directly or received by any party hereto pursuant to this Agreement will affect any of indirectly, in confidence in accordance with the representations or warranties of the parties hereto contained in this Confidentiality Agreement.

Access to Information; Confidentiality. Subject to applicable Law, and upon reasonable prior written notice, the Company shall, and shall cause each Each of the Company Subsidiaries toCompany, Parent, Sub and their respective officers, employees, accountants, counsel, consultants, financial advisors and other Representatives and sources of Debt Financing and Equity Financing, shall afford to Parent and to its Representatives each other reasonable access during normal business hours during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of their its and its Subsidiaries' properties, offices, personnel and books and records and to those employees of the Company or Parent or their respective Subsidiaries, as applicable, to whom such persons reasonably request access, and, during such period, the Company shall, and shall cause each of the Company Subsidiaries toand Parent shall furnish, furnish as promptly as practicable to Parent such persons all financial, operating and other data and information concerning its and its Subsidiaries' business, properties and personnel as Parent such persons may reasonably request; provided. Notwithstanding the foregoing, however, that neither the Company nor Parent nor any such of their respective Subsidiaries shall be required to provide access shall not interfere unreasonably with the business to or operations of disclose information if the Company or the Company Subsidiaries Parent, as applicable, reasonably determines that such access or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to disclosure would jeopardize the attorney-client privilegeprivilege of the Company, work product doctrine Parent or any other applicable of their respective Subsidiaries, as applicable, or contravene any Law to which the Company, Parent or any of their respective Subsidiaries, as applicable, is a party; provided that, in any such case, the Company or Parent, as applicable, shall provide such information in redacted form as necessary to preserve such privilege concerning pending or threatened legal proceedings comply with such Law or governmental investigationsotherwise make appropriate substitute disclosure arrangements, each party understands and agrees that to the parties have a commonality of interest with respect to such matters and it is extent possible. Except for disclosures expressly permitted by the desire, intention and mutual understanding terms 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, letter agreement dated as of October 31April 4, 20122013, between Parent and the Company and Parent (as such agreement may be amended from time to time, the “Confidentiality Agreement”), each of the Company and Parent shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No information or knowledge obtained by any person in any investigation pursuant to this Section 6.02 5.02 shall affect or information provided be deemed to modify any representation or received warranty made by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreementhereto.

Access to Information; Confidentiality. Subject From the date of this Agreement until the Effective Time and subject to applicable Law, Applicable Law and upon reasonable prior written noticethe Confidentiality Agreement, the Company shall, and shall cause each of the Company its Subsidiaries to, afford (i) give to Parent Parent, its counsel, financial advisors, auditors and to its Representatives other authorized representatives reasonable access access, during normal business hours during the period prior and with reasonable advance notice, to its offices, properties, books and records, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information with respect to the Effective Time to all of their properties, offices, personnel business and books and records and, during such period, the Company shall, and shall cause each properties of the Company and its Subsidiaries toas such Persons may reasonably request and (iii) instruct its employees, furnish promptly to Parent all financialcounsel, operating financial advisors, auditors and other data and information concerning authorized representatives to cooperate with Parent in its business, properties and personnel investigation. Any investigation pursuant to this Section shall be conducted in such manner as Parent may reasonably request; provided, however, that any such access shall not to interfere unreasonably with the business or operations conduct of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any business of the Company. All information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure confidentiality agreement, dated as of October 31July 6, 20122006, between Parent and the Company and Parent (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this Section 6.02 6.04 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Neither the Company nor any of its Subsidiaries shall be obligated to provide access to, or to disclose, any information provided to Parent if the Company reasonably determines that such access or received by disclosure would jeopardize the attorney-client privilege of the Company of any party hereto of its Subsidiaries or violate any Applicable Law. All requests for information made pursuant to this Agreement will affect any Section 6.04 shall be directed to an executive officer of the representations Company or warranties of such Person as may be designated by the parties hereto contained in this AgreementCompany’s executive officers.

Access to Information; Confidentiality. Subject To the extent permitted by applicable law and except as set forth in Section 5.02 of the Company Disclosure Schedule, the Company shall afford to applicable LawParent, and to Parent’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) during normal business hours and upon reasonable prior written notice, notice to the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and 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 their its properties, officesbooks, Contracts, personnel and books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial(a) a copy of each report, operating schedule, registration statement and other data document filed by it during such period pursuant to the requirements of Federal or state securities laws, (b) a copy of each correspondence or written communication with any United States Federal or state governmental agency and (c) all other information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that any such access shall not interfere unreasonably with . Except for disclosures expressly permitted by the business or operations terms of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, Secrecy Agreement dated as of October 31January 16, 20122004, as amended from time to time, between Ethicon, Inc., a wholly owned Subsidiary of Parent, and the Company and Parent (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 and other Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this AgreementAgreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject The Company agrees to applicable Lawpermit Parent and Parent’s officers, directors, employees, accountants, counsel, financial advisors, agents and upon reasonable prior written noticeother representatives (collectively, the Company shall, “Parent Representatives”) to visit and shall cause each inspect the properties of the Company Subsidiaries toCompany, afford the Bank and the Company’s Subsidiaries, to Parent and to its Representatives reasonable access during normal business hours during examine the period prior to the Effective Time to all of their properties, offices, personnel and corporate books and records andand to discuss the affairs, during such periodfinances and accounts of the Company, the Company shall, Bank and shall cause each the Company’s Subsidiaries with the Representatives of the Company Subsidiaries toCompany, furnish promptly to Parent all financial, operating upon reasonable notice and other data at such reasonable times and information concerning its business, properties and personnel as often as Parent may reasonably request; provided, however, that any . Any investigation pursuant to this Section 6.2 shall be conducted during normal business hours and in such access shall manner as not to interfere unreasonably with the conduct of the business or operations of the Company, the Bank and the Company’s Subsidiaries, and nothing herein shall require any Representative of the Company to disclose any information to the extent (i) prohibited by applicable law or regulation, or (ii) that such disclosure would cause a violation of any agreement to which such Representative of the Company Subsidiaries is a party as of the date of this Agreement or otherwise result in would cause a significant risk of a loss of privilege to the Company, the Bank or any unreasonable interference with Subsidiary (provided that the prompt Company shall make appropriate substitute disclosure arrangements under circumstances where such restrictions apply). No investigation by Parent shall affect the ability of Parent to rely on the representations and timely discharge warranties of the Company. All information furnished by such employees of their normal duties. If any Party or any of its Representatives in connection with this Agreement and the information or material furnished pursuant to this Section 6.02 includes materials or information transactions contemplated hereby shall be subject to the attorney-client 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 the receiving Party shall notin each case hold all such information in confidence in accordance with, waive or diminish in any way the provisions of 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31January 19, 2012, between the Company Parent and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any Xxxxxx, Xxxxxxxx & Company, Incorporated on behalf of the representations or warranties of Company, with each such receiving Party subject to such restrictions as the parties hereto contained in this Agreementrecipient.

Access to Information; Confidentiality. Subject Upon reasonable notice and subject to applicable Law(i) restrictions contained in confidentiality agreements to which such party is subject (from which such party shall use reasonable efforts to be released), and upon reasonable prior (ii) the Company's written noticeconsent (which consent shall not be unreasonably withheld) with respect to current or future prices of products and services or information relating to specific customers or other competitively sensitive information, the Company shall, and shall cause each of its subsidiaries to afford, to the Company Subsidiaries toofficers, afford to employees, accountants, counsel, financial advisors and other representatives of Parent, Fimalac-U.S., Acquisition Sub or the financing sources of Parent and to its Representatives or Acquisition Sub reasonable access during normal business hours hours, during the period prior to the earlier of the termination of this Agreement and the Effective Time Time, to all of their its properties, officesbooks, personnel and books contracts, commitments and records and, during such period, the Company shall, shall (and shall cause each of the Company Subsidiaries its subsidiaries to, ) furnish promptly to Parent Parent, Fimalac-U.S. or Acquisition Sub all financial, operating and other data and information concerning its business, properties and personnel as Parent Parent, Fimalac-U.S. or Acquisition Sub may reasonably request; provided, howeverand each shall make available to Parent, that any Fimalac-U.S. and Acquisition Sub the appropriate individuals (including attorneys, accountants, and other professionals) for discussion of the Company's business, properties and personnel as Parent, Fimalac-U.S. or Acquisition Sub may reasonably request. Any such access investigation by Parent, Fimalac-U.S. or Acquisition Sub shall not interfere unreasonably with the business or operations of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto Company contained in this Agreement. Parent, Fimalac-U.S. and Acquisition Sub shall keep such information confidential in accordance with the terms of the confidentiality letter dated January 25, 2000 (the "Confidentiality Letter"), between Parent and the Company, which Confidentiality Letter shall survive termination of this Agreement. Upon any termination of this Agreement, Parent shall, upon written request of the Company, destroy or collect and deliver to the Company all documents obtained by it or any of its representatives pursuant to this Section 6.2 then in their possession and any copies thereof.

Access to Information; Confidentiality. Subject to applicable Law, and upon reasonable prior written noticeLaws relating to the exchange of information, the Company shallagrees that, prior to the Closing or the termination of this Agreement in accordance with Article VIII, Parent and its Representatives shall cause each be entitled to make such investigation of the properties, assets, businesses and operations of the Company and its Subsidiaries toand such examination of the books, afford to records and financial condition of the Company and its Subsidiaries as Parent reasonably requests, and to its Representatives reasonable access during normal business hours during the period prior to the Effective Time to all make extracts and copies of their properties, offices, personnel and such books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial, operating and other data and information concerning its business, properties and personnel as Parent may reasonably request; (provided, however, that the foregoing shall not require the Company or its Subsidiaries to provide any such access or disclose any information to the extent the provision of such access or such disclosure would contravene applicable Law or jeopardize the loss of an attorney-client privilege). No investigation by Parent prior to or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or the Seller contained in this Agreement or the Company Documents. Any such investigation by Parent shall occur during the normal business hours of the Company and its Subsidiaries but shall not unreasonably interfere unreasonably with any of the business businesses or operations of the Company or its Subsidiaries. In order that Parent may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request regarding the affairs of the Company and its Subsidiaries, the Company shall use commercially reasonable efforts to cause its Representatives to cooperate fully with Parent’s Representatives in connection with such review and examination. Parent and its Representatives shall hold information received from the Company and its Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to 6.5 in confidence in accordance with the attorney-client 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 terms 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement.

Access to Information; Confidentiality. Subject to compliance with applicable Law, Law (including antitrust and upon reasonable prior written noticecompetition Laws) and appropriate disclosure limitations to maintain attorney-client privilege, the Company shall, and shall cause each of the Company its Subsidiaries to, afford to Parent and to its Representatives Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable access advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of their respective properties, officesassets, personnel books, records, Contracts, Permits, documents, information, directors, officers and books employees, and records and, during such period, period the Company shall, and shall cause each of the Company its Subsidiaries to, furnish promptly to Parent all financial, operating and other data and any information concerning its businessbusiness as Parent may reasonably request (including the work papers of Xxxxx Xxxxxxxx LLP). Following the date of this Agreement and prior to the Effective Time, properties Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request; provided, howeverprovided such review is permissible under applicable Law. No investigation by Parent or any of its officers, that directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any such access of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall not interfere unreasonably operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the business or operations of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal dutiesConfidentiality Agreement. If any of the Any request for information or material furnished contact pursuant to this Section 6.02 includes materials 5.02(a) shall be directed to (or information subject to the attorney-client 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 in a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding manner approved by) an executive officer 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this AgreementCompany.

Access to Information; Confidentiality. Subject (a) To the extent permitted by applicable Law and subject to applicable Law, and upon reasonable prior written noticethe terms of the Confidentiality Agreement, the Company shall, and shall cause each of the Company its Subsidiaries to, afford to Parent and to its Representatives reasonable access Parent’s 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 Company, reasonable access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) to all of their the Company’s and the Company Subsidiaries’ properties, officesbooks, Contracts, commitments, personnel and books and records as Parent may from time to time reasonably request, and, during such period, the Company shall, shall (and shall cause each of the Company its Subsidiaries to, ) furnish promptly to Parent all financial, operating and other data and information concerning its businessthe Company’s and the Company Subsidiaries’ businesses, properties properties, facilities, operations and personnel personnel, in each case as Parent may reasonably request; provided, however, that any such access shall not interfere unreasonably with the business or operations of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 6.02(a) includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigationsAction, 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. All information exchanged Subject in all respects to the terms of this Section 6.02(a), promptly after receipt thereof, the Company shall deliver to Parent copies of any written reports to the Company’s risk management committee or similar body, pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31, 2012, between Company’s existing risk management policies (including the Company and Parent Trading Policies), in connection with any breaches of, or exceptions from, the Company’s existing risk management policies (including the “Confidentiality Agreement”Company Trading Policies). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement.

Access to Information; Confidentiality. Subject The Company agrees to applicable Lawpermit Parent and Parent’s officers, directors, employees, accountants, counsel, financial advisors, agents and upon reasonable prior written noticeother representatives (collectively, the Company shall, “Parent Representatives”) to visit and shall cause each inspect the properties of the Company Subsidiaries toCompany, afford the Bank and the Company’s Subsidiaries, to Parent and to its Representatives reasonable access during normal business hours during examine the period prior to the Effective Time to all of their properties, offices, personnel and corporate books and records andand to discuss the affairs, during such periodfinances and accounts of the Company, the Company shall, Bank and shall cause each the Company’s Subsidiaries with the Representatives of the Company Subsidiaries toCompany, furnish promptly to Parent all financial, operating upon reasonable notice and other data at such reasonable times and information concerning its business, properties and personnel as often as Parent may reasonably request; provided, however, that any . Any investigation pursuant to this Section 6.2 shall be conducted during normal business hours and in such access shall manner as not to interfere unreasonably with the conduct of the business or operations of the Company, the Bank and the Company’s Subsidiaries, and nothing herein shall require any Representative of the Company to disclose any information to the extent (i) prohibited by applicable law or regulation, or (ii) that such disclosure would cause a violation of any agreement to which such Representative of the Company Subsidiaries is a party as of the date of this Agreement or otherwise result in would cause a significant risk of a loss of privilege to the Company, the Bank or any unreasonable interference with Subsidiary (provided that the prompt Company shall make appropriate substitute disclosure arrangements under circumstances where such restrictions apply). No investigation by Parent shall affect the ability of Parent to rely on the representations and timely discharge warranties of the Company. All information furnished by such employees of their normal duties. If any Party or any of its Representatives in connection with this Agreement and the information or material furnished pursuant to this Section 6.02 includes materials or information transactions contemplated hereby shall be subject to the attorney-client 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 the receiving Party shall notin each case hold all such information in confidence in accordance with, waive or diminish in any way the provisions of 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31January 19, 2012, between the Company Parent and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any Sxxxxx, Xxxxxxxx & Company, Incorporated on behalf of the representations or warranties of Company, with each such receiving Party subject to such restrictions as the parties hereto contained in this Agreementrecipient.

Access to Information; Confidentiality. (a) Subject to applicable LawLaws relating to the exchange of information, and upon reasonable prior written noticefrom 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, and shall cause each of the Company Subsidiaries to, afford to Parent and to its Representatives reasonable access during normal business hours during the period prior to the Effective Time to all of their Company’s properties, officesbooks, personnel Contracts and books records, and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial, operating and other data and such information concerning its business, business and properties and personnel as Parent may reasonably requestrequest (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided, however, provided that Parent and their respective Representatives shall conduct any such access shall activities in such a manner as not to interfere unreasonably with the business or operations of the Company or Company; and provided, further, that the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by shall not be obligated to provide such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials access or information subject to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending expose the Company to risk of liability for disclosure of sensitive or threatened legal proceedings personal information. Following expiration or governmental investigationsearly termination of the waiting period under the HSR Act, each party understands and agrees that the parties have a commonality Company shall also arrange visits by Representatives of interest with respect Parent 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. All information exchanged pursuant to this Section 6.02 customers as shall be subject to mutually agreed by Parent and the non-disclosure agreement, dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement”)Company. No investigation pursuant to this Section 6.02 5.6 shall affect any representation, warranty, covenant or information provided or received by agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Agreement Section 5.6 will affect any be subject to the terms of the representations or warranties Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the parties hereto contained in this Agreementforegoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. Subject The Company shall afford to applicable LawParent, and to Parent'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 written notice, notice to the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and 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 their its and its Subsidiaries' properties, officesbooks, Contracts, personnel and books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial(a) a copy of each report, operating schedule, registration statement and other data document filed by it during such period pursuant to the requirements of Federal or state securities laws, (b) 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 may reasonably request; provided, however, that any such access shall not interfere unreasonably with . Except for disclosures expressly permitted by the business or operations terms of the Company or 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 Subsidiaries or otherwise result in any unreasonable interference with (as it may be amended from time to time, the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client privilege"Confidentiality Agreement"), 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 toParent shall hold, and shall notcause its officers, waive employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company, directly or diminish indirectly, in any way confidence in accordance with 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this AgreementAgreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject The Company shall afford to applicable LawParent, and to Parent’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 written notice, notice to the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and 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 their its and its Subsidiaries’ properties, officesbooks, Contracts, personnel and books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial(a) a copy of each report, operating schedule, registration statement and other data document filed by it during such period pursuant to the requirements of Federal or state securities laws, (b) 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 may reasonably request; provided, however, that any such access shall not interfere unreasonably with . Except for disclosures expressly permitted by the business or operations terms of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, Secrecy Agreement dated as of October 31July 12, 20122005, as amended from time to time, between LifeScan, Inc., a wholly owned Subsidiary of Parent, and the Company and Parent (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 and other Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this AgreementAgreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject to applicable Law, and upon reasonable prior written notice, the Company shall, and shall cause each Each of the Company Subsidiaries toCompany, Parent, Sub and their respective officers, employees, accountants, counsel, consultants, financial advisors and other Representatives and sources of Debt Financing and Equity Financing, shall afford to Parent and to its Representatives each other reasonable access during normal business hours during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of their its and its Subsidiaries’ properties, offices, personnel and books and records and to those employees of the Company or Parent or their respective Subsidiaries, as applicable, to whom such persons reasonably request access, and, during such period, the Company shall, and shall cause each of the Company Subsidiaries toand Parent shall furnish, furnish as promptly as practicable to Parent such persons all financial, operating and other data and information concerning its and its Subsidiaries’ business, properties and personnel as Parent such persons may reasonably request; provided. Notwithstanding the foregoing, however, that neither the Company nor Parent nor any such of their respective Subsidiaries shall be required to provide access shall not interfere unreasonably with the business to or operations of disclose information if the Company or the Company Subsidiaries Parent, as applicable, reasonably determines that such access or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to disclosure would jeopardize the attorney-client privilegeprivilege of the Company, work product doctrine Parent or any other applicable of their respective Subsidiaries, as applicable, or contravene any Law to which the Company, Parent or any of their respective Subsidiaries, as applicable, is a party; provided that, in any such case, the Company or Parent, as applicable, shall provide such information in redacted form as necessary to preserve such privilege concerning pending or threatened legal proceedings comply with such Law or governmental investigationsotherwise make appropriate substitute disclosure arrangements, each party understands and agrees that to the parties have a commonality of interest with respect to such matters and it is extent possible. Except for disclosures expressly permitted by the desire, intention and mutual understanding terms 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, letter agreement dated as of October 31April 4, 20122013, between Parent and the Company and Parent (as such agreement may be amended from time to time, the “Confidentiality Agreement”), each of the Company and Parent shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No information or knowledge obtained by any person in any investigation pursuant to this Section 6.02 5.02 shall affect or information provided be deemed to modify any representation or received warranty made by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreementhereto.

Access to Information; Confidentiality. Subject to applicable Law, and upon reasonable prior written noticeLaws relating to the exchange of information, the Company shallagrees that, and shall cause each of the Company Subsidiaries to, afford to Parent and to its Representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement in accordance with Article VII, Parent shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to all make such investigation of their the properties, offices, personnel businesses and books and records and, during such period, the Company shall, and shall cause each operations of the Company Subsidiaries toand such examination of the books, furnish promptly records and financial condition of the Company as it reasonably requests and to make extracts and copies of such books and records. Any such investigation by Parent all financial, operating and other data and information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that any such access shall not unreasonably interfere unreasonably with any of the business businesses or operations of the Company Company. Neither Parent nor any of its officers, employees or representatives shall, prior to the Closing Date, have any contact whatsoever with any customer, lender, lessor, vendor, supplier, employee or consultant of the Company, except in consultation with the Company Subsidiaries or otherwise result in any unreasonable interference and then only with the prompt and timely discharge by such employees of their normal duties. If any express prior approval of the Company, which approval shall not be unreasonably withheld. All requests by Parent for access or information shall be submitted or material furnished directed exclusively to an individual or individuals to be designated by the Company. In order that Parent may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request of the affairs of the Company, the Company shall use commercially reasonable efforts to cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company to cooperate fully with such representatives in connection with such review and examination. Except for disclosures permitted by the terms of the Confidentiality Agreement, dated in December 2004, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), Parent and its Representatives shall hold information received from the Company pursuant to this Section 6.02 includes materials or information subject to 5.6 in confidence in accordance with the attorney-client 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 terms 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement.

Access to Information; Confidentiality. Subject (a) From the date hereof until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article VIII, and subject to applicable LawLaw and the Confidentiality Agreement, the Company shall (i) give to Parent, its counsel, financial advisors, auditors and upon other authorized representatives reasonable access to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons 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. Any investigation pursuant to this Section 6.6 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or the prompt and timely discharge by such officers or employees of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access or to disclose information where such access or disclosure would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries or contravene any applicable Law or requirements of any Governmental Authority or any binding agreement entered into prior written notice, to the date of this Agreement (provided that the Company shall, and shall cause each of the Company its Subsidiaries to, afford use reasonable best efforts to cooperate with Parent in seeking and obtaining any consent or waiver or other arrangement to its Representatives reasonable access during normal business hours during the period prior to the Effective Time to all allow disclosure of their properties, offices, personnel and books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial, operating and other data and information concerning its business, properties and personnel as Parent may reasonably request; provided, however, in a manner that any such access shall would not interfere unreasonably with the business or operations of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees violation, contravention, prejudice, or loss of their normal dutiesprivilege). If any of the All requests for information or material furnished made pursuant to this Section 6.02 includes materials or information subject 6.6(a) shall be directed to the attorney-client 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 executive officer or other applicable privilege. All such information provided Person designated 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this AgreementCompany.

Access to Information; Confidentiality. Subject to applicable Law, and upon reasonable prior written notice, the Company shall, and -------------------------------------- shall cause each of the Company its Subsidiaries to, afford to Parent and to its Representatives Parent's officers, employees, counsel, financial advisors and other representatives reasonable access during normal business hours during the period prior to the Effective Time to all of their its properties, officesbooks, contracts, commitments, tax returns, personnel and books and records and, during such period, the Company shall, and shall cause each of the Company its Subsidiaries to, furnish as promptly as practicable to Parent all financial, operating and other data and such information concerning its business, properties properties, financial condition, operations and personnel as Parent may from time to time reasonably request; provided, howeverprovided that the foregoing action shall be reasonably related to the transactions contemplated hereby (including, that any such access without limitation, the integration of Company's business with Parent and its existing businesses) and shall not interfere unreasonably unnecessarily with the business or operations of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal dutiesoperations. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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 toParent shall, and shall notcause each of its Subsidiaries to, waive or diminish in any way afford to Company and to Company's officers, employees, counsel, financial advisors and other representatives reasonable access during normal business hours during the confidentiality period prior to the Effective Time to all its properties, books, contracts, commitments, tax returns, personnel and records and during such period, Parent shall, and shall cause each of such material or information or its continued protection under the attorney-client privilegeSubsidiaries to, work product doctrine or other applicable privilege. All furnish as promptly as practicable to Company such information concerning its business, properties, financial condition, operations and personnel as Company may from time to time reasonably request, provided by that 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. All information exchanged pursuant to this Section 6.02 foregoing action shall be subject reasonably related to the non-disclosure agreement, dated as of October 31, 2012, between the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Any such investigation by Parent or Company and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will shall not affect any of the representations or warranties of the parties hereto contained in this Agreement. Parent and Company will hold, and will cause their respective directors, officers, partners, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any non-public information obtained from the other party in confidence to the extent required by, and in accordance with the provisions of the letter agreements between Parent and Company with respect to confidentiality and other matters.

Access to Information; Confidentiality. Subject (a) From the date of this Agreement until the earlier to applicable Law, and upon reasonable prior written noticeoccur of 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 each of the Company its Subsidiaries to, afford to Parent and to its Parent’s Representatives reasonable access during normal business hours during the period prior to the Effective Time to all of their propertiesaccess, offices, personnel at reasonable times and books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial, operating and other data and information concerning its business, properties and personnel in a manner as Parent may reasonably request; provided, however, that any such access shall not unreasonably interfere unreasonably 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 books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries or otherwise result in any unreasonable interference with to, furnish promptly to Parent such other information concerning the prompt business and timely discharge by such employees properties of their normal dutiesthe Company and its Subsidiaries as Parent may reasonably request from time to time. If Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the protection of attorney-client privilege, work product doctrine privilege or contravene any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees Law (it being agreed that the parties have shall use their reasonable best efforts to cause such information to be provided in a commonality manner that would not result in such jeopardy or contravention). The Company acknowledges that the Parent has made arrangements for an outside consultant to review, on behalf of interest the Parent, the Company’s network compliance documentation soon after the execution of this Agreement. Without limiting the generality of the foregoing provisions of this Section 5.03(a), the Company agrees to (i) cooperate with respect such consultant in regard to such matters review and it is the desire, intention and mutual understanding (ii) provide such consultant with access to all of the parties that Company’s applicable network compliance documentation (including, without limitation, coordinating, as necessary, with the sharing of Company’s custodian to provide 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. All information exchanged pursuant to this Section 6.02 shall be subject consultant with access to the non-disclosure agreement, dated as of October 31, 2012, between the Company applicable network compliance documentation and Parent (the “Confidentiality Agreement”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 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement.

Access to Information; Confidentiality. Subject to applicable Law, and upon reasonable prior written notice, Section 10.14: (i) the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent Purchaser and to its Representatives accountants, counsel, financial advisors and other representatives, reasonable access access, during normal business hours during upon reasonable notice throughout the period prior to the Effective Time Closing, to the Company’s properties and facilities (including all owned or leased real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of the Company’s or their propertiesrespective independent public accountants, officesinternal audit reports, personnel and books “management letters” from such accountants with respect to the Company’s systems of internal control; provided that the Company shall not be obligated to afford access to any books, records, data or information in the possession of the Company’s independent public accountants unless and until Purchaser has executed a confidentiality and hold harmless agreement related thereto in a form acceptable to the Company’s independent public accountants), Contracts and records andof the Company, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial, operating and other data and such information concerning its businessthe businesses, properties and personnel of the Company as Parent may Purchaser shall reasonably request; provided, however, that any such access investigation shall not interfere unreasonably with disrupt the business or Company’s operations; and (ii) prior to the Closing, the Company shall generally keep Purchaser reasonably informed as to all material matters outside the Ordinary Course of Business involving the operations and businesses of the Company or of which the Company Subsidiaries has Knowledge. Any information provided or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished obtained pursuant to this Section 6.02 includes materials or information subject to 6.1 shall constitute Proprietary Information (as defined in the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands Nondisclosure Agreement) 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 (without limiting Euronext’s obligations 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 Nondisclosure Agreement, and under the joint defense doctrine. All information exchanged pursuant to this Section 6.02 ) Purchaser shall be subject to the non-disclosure agreement, dated same restrictions and Liabilities with respect to such information as of October 31, 2012, between Euronext is with respect to Proprietary Information pursuant to the Company and Parent (the “Confidentiality Nondisclosure Agreement”). No investigation information provided to or obtained by Purchaser pursuant to this Section 6.02 6.1 shall limit or information provided or received by any party hereto otherwise affect the remedies available hereunder to Purchaser (including Purchaser’s right to seek indemnification pursuant to this Agreement will affect any of Article VIII), or the representations or warranties of of, or the conditions to the obligations of, the parties hereto contained in this Agreementhereto.

Access to Information; Confidentiality. (a) Subject to applicable Law, and upon reasonable prior written noticeLaws, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and to its Representatives reasonable access (including, if applicable, the right at Parent's expense to make copies) during normal business hours during the period prior from the date hereof until the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to all of their Section 8.1 to its and its Subsidiaries' properties, officesbooks, personnel work papers, operating and books financial reports, Tax Returns, Contracts, commitments, Representatives and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent promptly all financial, operating and other data and information concerning its business, properties and personnel as Parent may reasonably request; provided. Each party shall hold, howeverand shall cause its Representatives to hold, that all information received from the other party, directly or indirectly, in confidence in accordance with the confidentiality agreement, dated as of August 2, 2012, between Parent (or its Affiliate) and the Company (as it may be amended from time to time, the "Confidentiality Agreement"). Notwithstanding the foregoing, the Company shall not be obligated to provide any such access shall not interfere unreasonably with or information to the business extent that doing so (x) may cause a waiver of an attorney-client privilege or operations loss of attorney work product protection, (y) would violate a confidentiality obligation to any Person or (z) would violate any Law applicable to it, its Subsidiaries or its business; it being understood and agreed that the Company or the Company Subsidiaries or otherwise result shall advise Parent in any unreasonable interference such circumstances that it is unable to comply with the prompt and timely discharge by such employees of their normal duties. If any of the Parent's reasonable requests for information or material furnished pursuant to this Section 6.02 includes materials or information subject to the access as a result of attorney-client privilege, work product doctrine confidentiality obligations or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands Law 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 shall use its commercially reasonable efforts to generally describe the types of information being withheld. The disclosing party shall be 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. All information exchanged have its Representatives present at all times during any inspection pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement”)6.2. No investigation access or information provided pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement 6.2 will affect any of the representations or warranties of the parties hereto contained in this Agreement.

Access to Information; Confidentiality. Subject (a) From the date of this Agreement until the earlier to applicable Law, and upon reasonable prior written noticeoccur of 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 each of the Company its Subsidiaries to, afford to Parent and to its Parent’s Representatives reasonable access during normal business hours during the period prior to the Effective Time to all of their propertiesaccess, offices, personnel at reasonable times and books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial, operating and other data and information concerning its business, properties and personnel in a manner as Parent may reasonably request; provided, however, that any such access shall not unreasonably interfere unreasonably 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 books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries or otherwise result in any unreasonable interference with to, furnish promptly to Parent such other information concerning the prompt business and timely discharge by such employees properties of their normal dutiesthe Company and its Subsidiaries as Parent may reasonably request from time to time. If Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the protection of attorney-client privilege, work product doctrine privilege or contravene any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees Law (it being agreed that the parties have shall use their reasonable best efforts to cause such information to be provided in a commonality manner that would not result in such jeopardy or contravention). The Company acknowledges that the Parent has made arrangements for an outside consultant to review, on behalf of interest the Parent, the Company’s network compliance documentation soon after the execution of this Agreement. Without limiting the generality of the foregoing provisions of this Section 5.03(a), the Company agrees to (i) cooperate with respect such consultant in regard to such matters review and it is the desire, intention and mutual understanding (ii) provide such consultant with access to all of the parties that Company’s applicable network compliance documentation (including, without limitation, coordinating, as necessary, with the sharing of Company’s custodian to provide 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. All information exchanged pursuant to this Section 6.02 shall be subject consultant with access to the non-disclosure agreement, dated as of October 31, 2012, between the Company applicable network compliance documentation and Parent (the “Confidentiality Agreement”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 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement.

Access to Information; Confidentiality. Subject The Company shall afford to applicable LawParent, and to Parent'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 written notice, notice to the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and 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 their its and its Subsidiaries' properties, officesbooks, contracts, commitments, personnel and books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial(a) a copy of each report, operating schedule, registration statement and other data document filed by it during such period pursuant to the requirements of Federal or state securities laws, (b) 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 may reasonably request; provided, however, that any such access shall not interfere unreasonably with . Except for disclosures expressly permitted by the business or operations terms of the Company or Confidentiality Agreement dated as of December 15, 2002 between Parent and the Company Subsidiaries or otherwise result in any unreasonable interference with (as it may be amended from time to time, the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client privilege"Confidentiality Agreement"), 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 toParent shall hold, and shall notcause its officers, waive employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company, directly or diminish indirectly, in any way confidence in accordance with 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this AgreementAgreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject From the execution and delivery of this Agreement to applicable Law, and upon reasonable prior written noticethe Effective Time, the Company and each Company Subsidiary shall, and shall cause their respective Representatives (collectively, “Company Representatives”) to, (i) provide to Parent and Merger Sub and each of their respective Representatives (collectively, “Parent Representatives”) access at reasonable times during normal business hours, upon prior notice, to the officers, employees, agents, properties, assets, offices, Contracts, customers, suppliers and other facilities of the Company and the Company Subsidiaries to, afford to Parent and to its Representatives reasonable access during normal business hours during the period prior books and records thereof and (ii) furnish or cause to be furnished as promptly as reasonably practicable after request therefor such information concerning the Effective Time to all of their business, properties, officesContracts, assets, liabilities, personnel and books and records and, during such period, the Company shall, and shall cause each other aspects of the Company and the Company Subsidiaries toas Parent, furnish promptly to Merger Sub or any Parent all financial, operating and other data and information concerning its business, properties and personnel as Parent Representative may reasonably request; provided, howeverthat until the Effective Time, that the Company shall not be required to provide access to or furnish any information if doing so would violate applicable Law, or where such access shall not interfere unreasonably with to information would involve the business or operations waiver of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the an attorney-client privilege so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not violate applicable Law or compromise the Company’s or any Company Subsidiary’s privilege with respect thereto, including by disclosing such information to external counsel to Parent to the extent required to comply with applicable Law or maintain such privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigationsas applicable. Notwithstanding the forgoing, the Company shall provide to Parent and Merger Sub, without having to be requested to do so, the monthly management financial reporting package for each party understands month up to and agrees that including the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding month of the parties that Effective Time as soon as the sharing of such material or information same is not intended to, available 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 doctrineconsistent with past practice. All information exchanged pursuant to this Section 6.02 6.3 shall be subject to the non-disclosure agreement, dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this AgreementNDA.

Access to Information; Confidentiality. (a) Subject to applicable Law, and upon reasonable prior written noticeLaws, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and to its Representatives reasonable access (including, if applicable, the right at Parent’s expense to make copies) during normal business hours during the period prior from the date hereof until the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to all of their Section 8.1 to its and its Subsidiaries’ properties, officesbooks, personnel work papers, operating and books financial reports, Tax Returns, Contracts, commitments, Representatives and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent promptly all financial, operating and other data and information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that any such access . Each party shall not interfere unreasonably with the business or operations of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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 tohold, and shall notcause its Representatives to hold, waive all information received from the other party, directly or diminish indirectly, in any way confidence in accordance with 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31August 2, 2012, between Parent (or its Affiliate) and the Company and Parent (as it may be amended from time to time, the “Confidentiality Agreement”). No investigation Notwithstanding the foregoing, the Company shall not be obligated to provide any such access or information to the extent that doing so (x) may cause a waiver of an attorney-client privilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any Person or (z) would violate any Law applicable to it, its Subsidiaries or its business; it being understood and agreed that the Company shall advise Parent in such circumstances that it is unable to comply with Parent’s reasonable requests for information or access as a result of attorney-client privilege, confidentiality obligations or applicable Law and the Company shall use its commercially reasonable efforts to generally describe the types of information being withheld. The disclosing party shall be entitled to have its Representatives present at all times during any inspection pursuant to this Section 6.02 6.2. No access or information provided or received by any party hereto pursuant to this Agreement Section 6.2 will affect any of the representations or warranties of the parties hereto contained in this Agreement.

Access to Information; Confidentiality. Subject Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or Company or any of the Parent Subsidiaries is a party or pursuant to applicable LawLaw or the regulations or requirements of any stock exchange or other regulatory organization with whose rules a party hereto is required to comply, and upon reasonable prior written notice, from the Company shall, and shall cause each date of this Agreement until the Company Subsidiaries to, afford to Parent and to its Representatives reasonable access during normal business hours during the period prior to earlier of the Effective Time or the Termination Date, Company or EAI shall (i) provide or cause to all of their be provided to Parent (and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, "Representatives")) access at reasonable times upon prior notice to its officers, employees, agents, properties, officesoffices and other facilities and, personnel on an as needed basis, to those of EAI and to the books and records of Company and, during such periodas directly applicable, the Company shallof EAI, and shall (ii) promptly furnish or cause each of the Company Subsidiaries to, furnish promptly to Parent all financial, operating and other data and be furnished such information concerning its Company's business, properties properties, contracts, assets, liabilities and personnel (and such of EAI as are directly applicable) as Parent or its Representatives may reasonably request. Parent's right of access and inspection shall be exercised in such a manner as not to unreasonably interfere with the operations of Company's or EAI's business and shall be coordinated with the President of Company. From the date of this Agreement until the earlier of the Effective Time or the Termination Date, neither Parent nor any of its Representatives shall meet (telephonically or in person) with any Company employee or agent without one of the Managing Stockholders being present; provided, however, that any the Managing Stockholders shall make themselves available for such access meetings as requested by Parent. Each of Parent and the Stockholders shall not interfere unreasonably with (and shall cause its Representatives to) abide by, the business or operations terms of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt that certain confidentiality agreement dated March 21, 2000 by and timely discharge by such employees between Parent and Company, a copy of their normal duties. If any of the information or material furnished which is attached hereto as Annex G. No investigation conducted pursuant to this Section 6.02 includes materials 6.03 shall affect or information subject be deemed to the attorney-client privilege, work product doctrine modify any representation 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained warranty made in this Agreement.

Access to Information; Confidentiality. Subject The Company shall afford to applicable LawParent, and to Parent’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 written notice, notice to the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and 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 their its and its Subsidiaries’ properties, officesbooks, contracts, commitments, personnel and books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial(a) a copy of each report, operating schedule, registration statement and other data document filed by it during such period pursuant to the requirements of Federal or state securities laws, (b) 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 may reasonably request; provided, however, that any such access shall not interfere unreasonably with . Except for disclosures expressly permitted by the business or operations terms of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, Confidentiality Agreement dated as of October 31December 15, 2012, 2002 between Parent and the Company and Parent (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 and other Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this AgreementAgreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject to applicable Law, and upon reasonable prior written notice, the The Company shall, and shall cause each of the Company Subsidiaries to, afford to the accountants, counsel, financial and other advisors, Affiliates and other representatives of Parent and to its Representatives (collectively, “Parent Representatives”) reasonable access during normal business hours to, and permit them to make such inspections as they may reasonably require of, during the period prior from the Execution Date through the Effective Time, all of its properties, books, contracts, commitments and records (including engineering records and Tax Returns and the work papers of independent accountants, if available and subject to the Effective Time to all consent of their properties, offices, personnel and books and records such independent accountants) and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly (i) make available to Parent all financial, operating and other data and information concerning its business, properties and personnel as Parent may reasonably requestrequest and (ii) provide reasonable access to and opportunities to communicate with the employees of the Company expected to be retained regarding the benefits and compensation of such employees; provided, however, that Parent and any Parent Representative shall not materially or unduly interfere with any of the operations or business activities of the Company. The Company shall not be required to provide access to, or disclose, information to the extent such access or disclosure would violate any attorney-client privilege or contravene any Law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement (it being agreed that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that does not interfere unreasonably with the business cause such violation or operations prohibition). No information or knowledge obtained in any investigation pursuant to this Section 5.4 or otherwise shall affect or be deemed to modify or qualify any representation or warranty of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with conditions to the prompt and timely discharge by such employees of their normal duties. If any obligations of the information or material furnished pursuant Parties to this Section 6.02 includes materials or information subject to consummate the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees Merger. The Parties acknowledge that the parties Company and Parent have previously executed 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 Nondisclosure Agreement, and under the joint defense doctrine. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31July 29, 2012, between the Company and Parent 2010 (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this , which Confidentiality Agreement will affect any of continue in full force and effect in accordance with its terms, until the representations or warranties of Effective Time, at which time the parties hereto contained in this AgreementConfidentiality Agreement shall terminate.

Access to Information; Confidentiality. Subject to applicable LawThe Company shall, and shall cause each of its Subsidiaries to, upon request, afford to Parent, Merger Sub and their respective Representatives reasonable access during normal business hours, during the period prior written noticeto the Effective Time or the termination of this Agreement in accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period (provided such access shall not unduly disrupt the Company’s and its Subsidiaries’ operations), the Company shall, and shall cause each of the Company its Subsidiaries to, afford (a) furnish promptly to Parent a copy of each report, schedule, registration statement and to its Representatives reasonable access other document filed or received by it during normal business hours during the such period prior pursuant to the Effective Time requirements of federal or state securities Laws and (b) use reasonable best efforts to all of their properties, offices, personnel and books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial, operating and other data and information concerning its business, properties and personnel as Parent or Merger Sub may reasonably requestrequest (including Tax Returns filed and those in preparation and the workpapers of its auditors); provided, however, that any such access the foregoing shall not interfere unreasonably with require the business Company to disclose, or operations cause to be disclosed, any information to the extent such disclosure would (i) contravene applicable Law, (ii) result in the loss of attorney-client privilege of the Company or the Company any of its Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant (iii) violate confidentiality obligations owed to this Section 6.02 includes materials or information subject a Person to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that extent such confidentiality obligations were in effect prior to the parties have a commonality execution 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 privilegethis Agreement. All such information provided by shall be held confidential in accordance with the terms of the Amended and Restated Mutual Confidential Disclosure Agreement between Parent and 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 317, 2012, between the Company and Parent 2022 (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 6.3 or information provided provided, made available or received by any party hereto delivered to Parent pursuant to this Agreement will shall affect any of the representations representations, warranties, covenants, rights or warranties of remedies, or the conditions to the obligations of, the parties hereto contained in this Agreementhereunder.

Access to Information; Confidentiality. Subject Insofar as permitted by applicable law and the terms of the Confidentiality Agreement, the Company shall afford to applicable LawParent, and to Parent’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 written notice, notice to the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and 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 their its and its Subsidiaries’ properties, officesbooks, Contracts, personnel and books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial(a) a copy of each report, operating schedule, registration statement and other data document filed by it during such period pursuant to the requirements of Federal or state securities laws, (b) a copy of each correspondence or written communication with any United States Federal or state Governmental Entity and (c) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided, however, that any such access shall not interfere unreasonably with . Except for disclosures expressly permitted by the business or operations terms of the Company or Confidentiality Agreement dated August 25, 2006, as amended from time to time, between Parent and the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant (as it may be amended from time to this Section 6.02 includes materials or information subject to the attorney-client privilegetime, 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31, 2012, between the Company and Parent (the “Confidentiality Agreement”), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company, directly or indirectly, in confidence and otherwise in 41 accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this AgreementAgreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. Subject From the date of this Agreement until the Effective Time and subject to applicable Applicable Law, and upon reasonable prior written notice, the Company shall, and shall cause each of the Company its Subsidiaries to, afford upon reasonable notice and request, (i) give to Parent Parent, its counsel, financial advisors, auditors and to its Representatives other authorized representatives reasonable access during normal business hours during to its offices, properties, books and records, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized 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 period conduct of the business of the Company and its Subsidiaries. Nothing contained in this Section shall, prior to the Effective Time to all of their propertiesTime, offices, personnel and books and records and, during such period, require the Company shallto take any action that would, and shall cause each 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 to, furnish promptly or violate confidentiality obligations owing to Parent all financial, operating and other data and information concerning its business, properties and personnel as Parent may reasonably requestthird parties; provided, however, that any such access shall not interfere unreasonably with the business or operations of the Company shall make a good faith effort to accommodate any request from Parent for access or the Company Subsidiaries or otherwise information pursuant to this Section in a manner that does not result in any unreasonable interference with the prompt and timely discharge by such employees of their normal dutiesa waiver or violation. If any of the All information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure confidentiality agreement, dated as of October 31May 19, 20122011 (as amended as of August 15, 2011), between Parent and the Company and Parent (the “Confidentiality Agreement”). No investigation pursuant The Company hereby consents to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of include the representations or warranties of Sponsors and the parties hereto contained in this Financing Sources as permitted “Representatives,” co-bidders, co-investors and/or financing sources under the Confidentiality Agreement.

Access to Information; Confidentiality. Subject to applicable Law, and upon reasonable prior written notice, the The Company shall, and shall cause each of the Company its Subsidiaries to, afford to Parent and to its Representatives Parent’s representatives reasonable access during normal business hours during the period prior to the Effective Time to all of their Company’s and its Subsidiaries’ properties, officesbooks, personnel Contracts, commitments, records and books correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and records and, during such period, other representatives and the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial(i) a copy of each report, operating schedule and other data document filed by it pursuant to the requirements of 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 and (ii) such other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided, however, request (provided that Parent and its representatives shall conduct any such access shall activities in such a manner as not to interfere unreasonably with the business or operations of the Company). The Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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 toshall, and shall notcause each of its Subsidiaries to, waive or diminish in any way furnish, to 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 extent currently prepared by the Company that is entitled to protection under in the attorneyordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month during such period, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations and statements of cash flow. Except for disclosures permitted by the terms of the Non-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Disclosure Agreement, and under the joint defense doctrine. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31June 8, 20122015, between the Company and Parent (as it may be amended from time to time, the “Confidentiality Agreement”” ). No investigation , Parent and its representatives shall hold information received from the Company pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any 5.6 in confidence in accordance with the terms of the representations or warranties of the parties hereto contained in this Confidentiality Agreement.. 39

Access to Information; Confidentiality. Subject (a) Each of Inuvo and CPT shall afford to each other’s officers, employees, accountants, counsel, financial advisors, and other representatives, reasonable access (subject to applicable LawLaws regarding the sharing of such information), during normal business hours, and upon reasonable prior written notice, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and to its Representatives reasonable access during normal business hours during the period from the Execution Date through the Effective Time or the termination of this Agreement, to its properties, books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the Effective Time date hereof. Any investigation conducted pursuant to all the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their propertiesrespective Subsidiaries, officesas the case may be, personnel and books and records and, during or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, the Company shall, CPT and Inuvo shall cause each of the Company Subsidiaries to, furnish or make available promptly to Parent all financialeach other (except as otherwise available on EXXXX) (i) a copy of each report, operating schedule, registration statement and other data document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties properties, assets and personnel as Parent the other may reasonably request; provided. Notwithstanding the foregoing, however, that any such access shall not interfere unreasonably with the business or operations of the Company or the Company Subsidiaries Inuvo and CPT may restrict or otherwise result in prohibit access to any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials documents or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees extent that the parties have a commonality of interest with respect access to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material documents or information is not intended to, and shall not, waive or diminish in would risk waiver of 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 applicable to such protection under these privilegesdocuments or information. Except as otherwise required by applicable Law, this Agreementall information obtained by Inuvo and CPT, and under the joint defense doctrine. All information exchanged their respective Subsidiaries, pursuant to this Section 6.02 6.3(a) shall be subject to kept confidential in accordance with the non-disclosure confidentiality agreement, dated as of October 31May 17, 20122018, by and between the Company Inuvo and Parent CPT (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 ) or information provided or received by any party hereto pursuant to this Agreement will affect any of other similar agreement among the representations or warranties of the parties hereto contained in this AgreementParties.

Access to Information; Confidentiality. Subject to applicable Law, and upon reasonable prior written notice, the The Company shall, and shall cause each of the Company its Subsidiaries to, afford to Parent and to its Representatives Parent’s representatives reasonable access during normal business hours during the period prior to the Effective Time to all of their Company’s and its Subsidiaries’ properties, officesbooks, personnel Contracts, commitments, records and books correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and records and, during such period, other representatives and the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all financial(i) a copy of each report, operating schedule and other data document filed by it pursuant to the requirements of 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 and (ii) such other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided, however, request (provided that Parent and its representatives shall conduct any such access shall activities in such a manner as not to interfere unreasonably with the business or operations of the Company). The Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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 toshall, and shall notcause each of its Subsidiaries to, waive or diminish in any way furnish, to 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 extent currently prepared by the Company that is entitled to protection under in the attorneyordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month during such period, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations and statements of cash flow. Except for disclosures permitted by the terms of the Non-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Disclosure Agreement, and under the joint defense doctrine. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31June 8, 20122015, between the Company and Parent (as it may be amended from time to time, the “Confidentiality Agreement”” ). No investigation , Parent and its representatives shall hold information received from the Company pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any 5.6 in confidence in accordance with the terms of the representations or warranties of the parties hereto contained in this Confidentiality Agreement.

Access to Information; Confidentiality. Subject to applicable Law, and upon reasonable prior written notice, the The Company shall, and shall cause each of the Company its Subsidiaries to, afford to Parent provide Parent, Sub and to its Representatives their respective 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 and the termination of this Agreement to all of their the Company’s and its Subsidiaries’ properties, offices, personnel and books and records and to those employees of the Company and its Subsidiaries, as applicable, to whom such persons reasonably request access, and, during such period, the Company shall, and its Subsidiaries shall cause each of the Company Subsidiaries to, furnish as promptly as practicable to Parent such persons all financial, operating and other data and information concerning its and its Subsidiaries’ business, properties and personnel as Parent such persons may reasonably request; provided. Notwithstanding the foregoing, however, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information if the Company reasonably determines that any such access shall not interfere unreasonably with or disclosure would jeopardize the business or operations attorney-client privilege of the Company or any of its Subsidiaries, as applicable, or contravene any Law to which the Company Subsidiaries or any of its Subsidiaries, as applicable, is subject or a party; provided, that in any such case, the Company shall provide such information in redacted form as necessary to preserve such privilege or comply with such Law or otherwise result in any unreasonable interference with make appropriate substitute disclosure arrangements, to the prompt and timely discharge extent possible. Except for disclosures expressly permitted by such employees of their normal duties. If any the terms of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, letter agreement dated as of October 31March 17, 20122022, between Intercontinental Exchange Holdings, Inc. and the Company and Parent (as such agreement may be amended or supplemented from time to time, the “Confidentiality Agreement”), each of the Company and Parent shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No information or knowledge obtained by any person in any investigation pursuant to this Section 6.02 5.02 shall affect or information provided be deemed to modify any representation or received warranty made by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreementhereto.

Access to Information; Confidentiality. Subject to applicable Law, and upon Upon reasonable prior written notice, the Company shall, and shall cause each of the Company its Subsidiaries to, afford to Parent Parent, Merger Sub and to its 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 their respective properties, officesassets, books, contracts, commitments, personnel and books and records and, during such period, the Company shall, and shall cause each of the Company its Subsidiaries to, furnish promptly to Parent all financialParent: (a) a copy of each report, operating schedule, registration statement and other data document filed or received by it during such period pursuant to the requirements of federal or state securities laws and (b) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably requestrequest (including Tax Returns filed and those in preparation and the work papers of its auditors); provided, however, that (i) the foregoing shall not require the Company to disclose any information to the extent such disclosure would contravene applicable Law or (ii) constitute a waiver of or jeopardize the attorney-client or other privilege held by the Company. Notwithstanding the foregoing, any such access investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client 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 privilegeSubsidiaries. All such information provided by shall be held confidential in accordance with the terms of the Confidentiality Agreement between Parent and 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. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of October 31December 5, 2012, between the Company and Parent 2018 (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.02 5.4 or information provided provided, made available or received by any party hereto delivered to Parent pursuant to this Agreement will shall affect any of the representations representations, warranties, covenants, rights or warranties of remedies, or the conditions to the obligations of, the parties hereto contained in this Agreementhereunder.