X-RITE, INCORPORATED Grand Rapids, MI 49512-4009 January 29, 2012Danaher Corp /De/ • April 17th, 2012 • Industrial instruments for measurement, display, and control • New York
In connection with your consideration of a possible transaction (a “Possible Transaction”) with X-Rite, Incorporated, a Michigan corporation (the “Company”), the Company is prepared to make available to you and your Representatives (as hereinafter defined) certain information concerning the business, financial condition, operations, assets and liabilities of the Company and/or its subsidiaries and affiliates. As a condition to such information being furnished to you and your Representatives, you agree that you will, and will cause your Representatives to, treat the Evaluation Material (as hereinafter defined) in accordance with the provisions of this letter agreement and take or abstain from taking certain other actions as set forth herein. The term “Representatives” shall include the members, directors, officers, employees, agents, affiliates, partners and advisors of a party and those of its subsidiaries, affiliates and/or divisions (including, without limitation, attorneys, accounta
