Common use of Access, Information and Documents Clause in Contracts

Access, Information and Documents. (a) From and after the date hereof and to the Closing, upon reasonable advance notice from Buyer of not less than five (5) Business Days, Ashland shall, and shall cause the Asset Selling Corporations to, to the extent permitted by Law, permit Buyer and its authorized representatives to have reasonable access, during regular business hours, to the assets, Employees, facilities, Contracts, books and records and other documents and data relating exclusively to the Business (other than the Excluded Assets), including such access necessary to consummate the Debt Financing; provided, however, that no such access (or related activities or investigations) shall unreasonably interfere with Ashland’s or the Asset Selling Corporations’ normal operation of their respective businesses, including the Business; provided, further, that all information received by Buyer or its representatives and given by or on behalf of Ashland and the Asset Selling Corporations in connection with this Agreement and the Contemplated Transactions will be held by Buyer and its Affiliates and representatives as confidential information pursuant to the terms of the Confidentiality Agreement. (b) The covenants in paragraph (a) will not require Ashland or any Asset Selling Corporation to provide Buyer or its representatives with access to any document or other communication that Ashland believes in good faith may be subject to any contractual confidentiality obligation or that may be covered by any attorney-client work product or similar privilege, or to permit Buyer or its representatives to conduct any Environmental Tests, including soil, water, air or other sampling or testing, at or relating to the Conveyed Real Property. (c) From and after the date hereof and to the Closing, without the prior written consent of Ashland, which consent may be withheld by Ashland in its sole discretion for any reason or no reason, neither Buyer nor any of its Affiliates shall contact any suppliers to, or Employees (except pursuant to paragraph (a)) or customers of, the Business in connection with or pertaining to any subject matter of this Agreement. (d) From and after the date hereof and to the Closing, Ashland shall, and shall cause the Asset Selling Corporations to, provide the Buyer copies of any amendments or modifications to any Real Property Lease.

Access, Information and Documents. (a) From and after the date hereof and to until the Closing, upon reasonable advance notice from Buyer of not less than five (5) Business DaysBuyer, Ashland Seller shall, and shall cause the Asset Selling Corporations other Seller Affiliates to, to the extent permitted by Law, permit Buyer and its authorized representatives to have reasonable access, during regular business hours, to the assets, Employees, facilities, Contracts, books and records and other documents and data relating exclusively to the Business (other than the Excluded Assets), including such access necessary to consummate the Debt Financing; provided, however, that no such access (or related activities or investigations) shall unreasonably interfere with AshlandSeller’s or the Asset Selling Corporationsany Seller Affiliates’ normal operation of their respective businesses, including the Business; provided, further, that all information received by Buyer or its representatives and given by or on behalf of Ashland and the Asset Selling Corporations any Seller Affiliate in connection with this Agreement and the Contemplated Transactions Acquisition will be held by Buyer and its Affiliates and representatives as confidential information pursuant to the terms of the Confidentiality Agreement. (b) The covenants in paragraph (a) will not require Ashland or any Asset Selling Corporation Seller Affiliate (i) to provide Buyer or its representatives with access to any document document, communication or other communication information (A) related to the Acquisition, the sale process with respect to the Business or the possible sale of the Business, (B) that Ashland Seller believes in good faith may to be subject to any contractual confidentiality obligation or (C) that may Seller believes in good faith to be covered by any attorney-client work product or similar privilege (other than documents, communications or information subject to joint defense or common interest privilege), provided that Seller will use its reasonable best efforts to provide such document, communication or information in a manner that does not result in a waiver of such privilege, or (ii) to permit Buyer or its representatives to conduct any Environmental TestsPhase II or other intrusive sampling, testing or investigation, including soil, water, air or other sampling or testing, at or relating to the Conveyed Business Real Property, the Transferred Tangible Personal Property or the tangible personal property of any Transferred Entity. (c) From and after the date hereof and to the Closing, without the prior written consent of AshlandSeller, which consent may be withheld by Ashland Seller in its sole discretion for any reason or no reason, neither Buyer nor any of its Affiliates shall contact any suppliers to, or Employees (except pursuant to paragraph (a)) or customers of, the Business in connection with or pertaining to any subject matter of this Agreement. (d) From and after the date hereof and to the Closing, Ashland shall, and shall cause the Asset Selling Corporations to, provide the Buyer copies of any amendments or modifications to any Real Property Lease.

Access, Information and Documents. (a) From and after the date hereof and to the Closing, upon reasonable advance notice from Buyer of not less than five (5) Business DaysBuyer, Ashland Parent shall, and shall cause the Asset Selling Corporations Subsidiary Sellers to, to the extent permitted by Law, permit Buyer and its authorized representatives to have reasonable access, during regular business hours, to the assets, Employees, facilities, Contracts, books and records and other documents and data relating exclusively to the Business (other than the Excluded Assets), including such access necessary to consummate the Debt Financing; provided, however, that no such access (or related activities or investigations) shall unreasonably interfere with Ashlandany E&C Group Member’s or the Asset Selling Corporations’ normal operation of their respective businesses, including the Business; provided, further, that all information received by Buyer or its representatives and given by or on behalf of Ashland and the Asset Selling Corporations any E&C Group Member in connection with this Agreement and the Contemplated Transactions will be held by Buyer and its Affiliates and representatives as confidential information pursuant to the terms of the Confidentiality Agreement, as modified by Section 7.13 herein. Buyer shall bear the risk of injury to any of its representatives conducting any investigation or inspection pursuant to this Section 7.9. (b) The covenants in paragraph (a) will not require Ashland Parent or any Asset Selling Corporation Subsidiary Seller to provide Buyer or its representatives with access to any document or other communication that Ashland Parent believes in good faith may be is subject to any contractual confidentiality obligation or that may be covered by any attorney-client work product or similar privilege, or to permit Buyer or its representatives to conduct any Environmental Testsenvironmental tests, including soil, water, air or other sampling or testing, at or relating to the Conveyed Leased Real Property. (c) From and after the date hereof and to the Closing, without the prior written consent of Ashland, which consent may be withheld No investigation by Ashland in its sole discretion for any reason or no reason, neither Buyer nor any of its Affiliates shall contact any suppliers to, or Employees (except pursuant to paragraph (a)) this Section 7.9 or customers ofother information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Parent or the Business in connection with or pertaining to any subject matter of this AgreementSubsidiary Sellers hereunder. (d) From and after the date hereof and to the Closing, Ashland shall, and shall cause the Asset Selling Corporations to, provide the Buyer copies of any amendments or modifications to any Real Property Lease.

Access, Information and Documents. (a) From and after the date hereof and to until the Closing, upon reasonable advance notice from Buyer of not less than five (5) Business Days, Ashland Seller shall, and shall cause the Asset Selling Corporations other Seller Affiliates to, to the extent permitted by Law, permit Buyer and its authorized representatives to have reasonable access, during regular business hours, to the assets, Employees, facilities, Contracts, books and records and other documents and data relating exclusively to the Business (other than the Excluded Assets), including such access necessary to consummate the Debt Financing; provided, however, that no such access (or related activities or investigations) shall unreasonably interfere with AshlandSeller’s or the Asset Selling Corporationsany Seller Affiliates’ normal operation of their respective businesses, including the Business; provided, further, that all information received by Buyer or its representatives and given by or on behalf of Ashland and the Asset Selling Corporations any Seller Affiliate in connection with this Agreement and the Contemplated Transactions Acquisition will be held by Buyer and its Affiliates and representatives as confidential information pursuant to the terms of the Confidentiality Agreement; and provided, further, that Buyer agrees to comply fully with all rules, regulations and instructions issued by any Seller Affiliates regarding Buyer’s or its representatives actions while upon, entering or leaving the property of any Seller Affiliate, including the Business Real Property. (b) The covenants in paragraph (a) will not require Ashland or any Asset Selling Corporation Seller Affiliate (i) to provide Buyer or its representatives with access to any document document, communication or other communication information (A) related to the Acquisition, the sale process with respect to the Business or the possible sale of the Business, (B) that Ashland Seller believes in good faith may be subject to any contractual confidentiality obligation or is otherwise restricted from sharing pursuant to applicable Law, or (C) that may be covered by any attorney-client work product or similar privilege, or (ii) to permit Buyer or its representatives to conduct any Environmental TestsPhase II or other intrusive sampling, testing or investigation, including soil, water, air or other sampling or testing, at or relating to the Conveyed Business Real Property, the Transferred Tangible Personal Property or the tangible personal property of any Transferred Entity. (c) From and after the date hereof and to the Closing, without the prior written consent of AshlandSeller, which consent may be withheld by Ashland Seller in its sole and absolute discretion for any reason or no reason, neither Buyer nor any of its Affiliates shall contact any suppliers to, or Employees (except pursuant to paragraph (a)) or customers of, the Business in connection with or pertaining to any subject matter of this Agreement. (d) From and after the date hereof and to the Closing, Ashland shall, and shall cause the Asset Selling Corporations to, provide the Buyer copies of any amendments or modifications to any Real Property Lease.

Access, Information and Documents. (a) From and after the date hereof and to until the Closing, upon on reasonable advance notice from Buyer of not less than five (5) Business DaysParent, Ashland the Company shall, and shall cause each other member of the Asset Selling Corporations Company Group to, to the extent permitted by Law, permit Buyer Parent and its authorized representatives Representatives to have reasonable access, during regular business hours, to the assetsassets (including the Xxxxxxxx Real Property), EmployeesFacilities, facilitiespersonnel, Contracts, books and records and other documents and data relating exclusively to the Business (other than the Excluded Assets), including such access necessary to consummate the Debt FinancingCompany Group; provided, however, that (i) no such access (or related activities or investigations) shall unreasonably interfere with Ashlandany of the Company Group’s normal business operations, (ii) no such access (or the Asset Selling Corporations’ normal operation related activities or investigations) shall be permitted on any portion of their respective businesses, including the Business; provided, further, that all information received by Buyer Xxxxxxxx Leased Real Property if such access (or its representatives and given by related activities or on behalf of Ashland and the Asset Selling Corporations in connection with this Agreement and the Contemplated Transactions will be held by Buyer and its Affiliates and representatives as confidential information pursuant to investigations) would violate the terms of the Confidentiality Agreementapplicable Xxxxxxxx Lease and (iii) access to personnel of the Company Group shall be subject to the prior approval of the Company as to the scope and duration of such access and the specific personnel involved, such approval not to be unreasonably withheld, conditioned or delayed. Parent shall bear the risk of injury to itself, any of its Affiliates, and their respective Representatives conducting any investigation or inspection pursuant to this Section 6.5, except to the extent such injury is caused by the gross negligence or willful misconduct of the Company Group or any of its personnel. The Company shall have the right to have one or more Representatives accompany Parent and its Representatives at all times during Parent’s and its Representatives’ on-site inspection of the assets, Facilities, personnel, Contracts, books and records and other documents and data relating to the Company Group. (b) The covenants Notwithstanding anything to the contrary in paragraph (a) will not require Ashland or any Asset Selling Corporation this Agreement, nothing in this Agreement shall be construed to provide Buyer permit Parent or its representatives with Representatives to (i) have access to any document files, records, Contracts or other communication documents of the Company Group relating to (A) particular terms of any Contracts to the extent that Ashland believes in good faith may be disclosure of such terms, based upon the advice of outside counsel of the Company, could risk violating any antitrust or similar applicable Law or (B) information that is subject to any contractual confidentiality obligation restrictions or that may be covered by any attorney-client work product or similar other legal privilege, provided, however, that in the event such information is not provided, Xxxxxxxx HoldCo shall provide Parent with notice thereof and a reasonable description of the nature of such withheld information, (ii) subject to Section 6.2(c), have access to competitively sensitive information, including proprietary technology or to permit Buyer processes or its representatives to trade or industrial secrets or (iii) conduct any Environmental Testsinvasive inspections, investigations, tests or assessments of any portion of Xxxxxxxx Real Property or any invasive environmental tests, including any sampling or other invasive investigation of the soil, water, air air, soil gas, surface water, groundwater, building materials or other sampling environmental media at any Xxxxxxxx Real Property or testingaccess the proprietary network of the Company Group (provided, however, that nothing herein shall prohibit licensed surveyors engaged by Parent from accessing the Xxxxxxxx Real Property for purposes of preparing ALTA/NSPS surveys thereof, which surveys Xxxxxxxx HoldCo hereby expressly permits). Parent shall ensure that the access permitted pursuant to Section 6.5 will be solely in connection with the Contemplated Transactions. During such access, Parent and its Representatives shall comply with the applicable policies and procedures of the Company Group that have been provided to Parent and its Representatives prior to or in connection with such access. If, at any time, the Company reasonably believes that any Representative of Parent has not complied with such policies and procedures, then the Company may immediately terminate such Representative’s access. New Parent shall indemnify and hold harmless Xxxxxxxx HoldCo, the Company and their respective Affiliates from and against all Damages that arise out of or result from any of Parent’s and its Representatives’ site visits and access to any property of the Company Group, except to the extent arising from or relating to the Conveyed Real Propertygross negligence or willful misconduct of the Company Group. Promptly upon completion of any such access, Parent shall repair at its sole expense any Damages caused by such access. (c) From and after the date hereof until the Closing, if Xxxxxxxx HoldCo believes in good faith that a Parent Material Adverse Effect has occurred or would reasonably be expected to occur, then on reasonable advance notice from Xxxxxxxx HoldCo, Parent shall, and shall cause each other Parent Entity to, to the extent permitted by Law and solely to the extent reasonably necessary for Xxxxxxxx HoldCo to evaluate whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur, permit Xxxxxxxx HoldCo and its Representatives to have reasonable access, during regular business hours, to the assets and properties (including the Parent Real Property) of the applicable Parent Entities in respect of which Xxxxxxxx HoldCo reasonably believes a Parent Material Adverse Effect has occurred or would reasonably be expected to occur; provided, however, that (i) no such access (or related activities or investigations) shall unreasonably interfere with any Parent Entity’s normal business operations, (ii) no such access (or related activities or investigations) shall be permitted on any portion of Parent Leased Real Property if such access (or related activities or investigations) would violate the terms of the applicable Parent Lease, and (iii) no such access shall be permitted with respect to competitively sensitive information, including proprietary technology or processes or trade or industrial secrets. Xxxxxxxx HoldCo shall bear the risk of injury to itself, any of its Affiliates, and their respective Representatives conducting any investigation or inspection pursuant to this Section 6.5, except to the extent such injury is caused by the gross negligence or willful misconduct of the Parent Entities or any of its personnel. Parent shall have the right to have one or more Representatives accompany Xxxxxxxx HoldCo and its Representatives at all times during Xxxxxxxx HoldCo and its Representatives’ on-site inspection of the assets or properties relating to the Parent Entities. (d) No Party, nor any of its Affiliates, or their respective Representatives, shall, prior to the Closing, without contact any known customer, vendor, supplier, lessor, lessee, party to an easement, or employee of the other Party with respect to the Contemplated Transactions, except where it has received the prior written consent of Ashlandsuch other Party. Notwithstanding the foregoing, which consent may be withheld by Ashland in but subject to the applicable terms of the Confidentiality Agreement, this Section 6.5(d) shall not limit or otherwise restrict any Party, its sole discretion for Affiliates, or their respective Representatives from contacting or having business dealings with any reason such Person with whom any such Party or no reason, neither Buyer nor any of its Affiliates shall has or may have business dealings, so long as such contact any suppliers to, or Employees (except pursuant business dealings do not relate to paragraph (a)) the other Party’s business dealings with such Person or customers of, the Business in connection with or pertaining respect to any subject matter aspect of this Agreementthe Contemplated Transactions. (de) From Each of Xxxxxxxx HoldCo and after Parent acknowledges and agrees that the date hereof Confidentiality Agreement remains in full force and effect and, in addition, shall keep confidential, in accordance with the provisions of the Confidentiality Agreement, information provided to such Party pursuant to this Section 6.5. If this Agreement is, for any reason, terminated prior to the Closing, Ashland shall, the Confidentiality Agreement and the provisions of this Section 6.5(e) shall cause nonetheless continue in full force and effect in accordance with the Asset Selling Corporations to, provide the Buyer copies of any amendments or modifications to any Real Property Leaseterms thereof.

Access, Information and Documents. (a) From and after the date hereof and to until the Closing, upon reasonable advance notice from Buyer of not less than five (5) Business Days, Ashland Seller shall, and shall cause the Asset Selling Corporations other Seller Affiliates to, to the extent permitted by Law, permit Buyer and its authorized representatives Representatives to have reasonable access, during regular business hours, to the assets, key Employees, facilitiespersonnel familiar with the Insurance Policies, facilities (including to surveyors for the purpose of conducting real property surveys) (subject to compliance with Seller’s safety rules), Contracts, books and records and other documents and data relating exclusively to the extent related to the Business (other than the Excluded Assets), including such access necessary to consummate the Debt Financing; provided, however, that no such access (or related activities or investigations) shall unreasonably interfere with AshlandSeller’s or the Asset Selling Corporationsany Seller Affiliates’ normal operation of their respective businesses, including the Business, or include any environmental or other intrusive or subsurface sampling, testing, investigation or analysis (including of soil, water, air or building materials at or relating to the Business Real Property, the Transferred Tangible Personal Property or the tangible personal property of any Transferred Company); provided, further, that all information received by Buyer or its representatives Representatives and given by or on behalf of Ashland and the Asset Selling Corporations any Seller Affiliate in connection with this Agreement and the Contemplated Transactions Acquisition prior to the Closing will be held by Buyer and its Affiliates and representatives its and their Representatives as confidential information Evaluation Material (as defined in the Confidentiality Agreements) pursuant to the terms of the Confidentiality AgreementAgreements. The terms of the Confidentiality Agreements are incorporated into this Agreement by reference and shall continue in full force and effect (and all obligations thereunder shall be binding upon Buyer and its Representatives as if parties thereto) until the Closing, at which time the obligations under the Confidentiality Agreements shall terminate; provided, however, that Buyer’s obligations under the Confidentiality Agreements shall terminate only in respect of that portion of the Evaluation Material related to the Business or relating to the Transferred Companies, and for all other Evaluation Material the Confidentiality Agreements shall continue in full force and effect in accordance with its terms. If for any reason the Closing does not occur, the Confidentiality Agreements shall continue in full force and effect in accordance with its terms; provided, further, that in the event of a conflict between the terms of the Confidentiality Agreements and the confidentiality terms contained in any Ancillary Agreement that provides that certain Confidential Information shall be maintained confidential on a basis that is more protective of such Confidential Information or for a longer period of time than provided for in the Confidentiality Agreements, the terms provided in the Ancillary Agreement shall govern. (b) Following the Closing, each of the Parties acknowledges and agrees that in the course of this Agreement, it will be necessary for, and inevitable that, each Party to acquire information which could include, in whole or in part, information concerning the sales, products, services, employees, customers and prospective customers, sources of supply, computer programs, system documentation, sales projections, software development, manuals, formulae, processes, methods, machines, compositions, ideas, improvements, inventions or other confidential or proprietary information belonging to another Party or relating to the affairs of another Party, including the Business and the Retained Business, as applicable (collectively, the “Confidential Information”). Each Party (together with its Affiliates and their respective Representatives, a “Receiving Party” for purposes of this Section 7.1(b)) agrees to hold and safeguard the Confidential Information in trust for the Party disclosing the Confidential Information (a “Disclosing Party”) and its successors and assigns and only use the Confidential Information for purposes of performing its obligations and enforcing its rights under this Agreement and agrees that it shall not, without the prior written consent of the Disclosing Party, misappropriate or disclose or make available to anyone for use outside of the Disclosing Party at any time, either during the term hereof or subsequent thereto, any of the Confidential Information, whether or not developed by the Receiving Party, except as required in the performance of the Receiving Party’s duties or enforcement of its rights hereunder or as required by applicable Law. If the Receiving Party is required by or under applicable Law or a court or administrative order to disclose any of the Confidential Information, the Receiving Party shall (x) promptly notify the Disclosing Party of the existence of such request or demand and the disclosure that is expected to be made in respect thereto, in each case with sufficient specificity so that the Disclosing Party may, at its expense, seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 7.1(b) and (y) if requested by the Disclosing Party, assist the Disclosing Party, at its expense, in seeking a protective order or other appropriate remedy in respect of such request or demand. If the Receiving Party is legally compelled, upon the advice of legal counsel, to disclose Confidential Information without first notifying the Disclosing Party in accordance with the foregoing sentence, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose upon the advice of the Receiving Party’s legal counsel, provided that the Receiving Party exercise its commercially reasonable efforts to preserve the confidentiality of such Confidential Information, including by obtaining reasonable assurances that confidential treatment shall be accorded any Confidential Information so disclosed. A Receiving Party shall inform any and all of its Representatives that receive Confidential Information of the Disclosing Party of the confidential and proprietary nature of such Confidential Information and shall direct such Representatives to treat such Confidential Information in accordance with this Section 7.1(b). Except to the extent otherwise specifically provided in this Section 7.1(b), the Confidential Information will be kept confidential by each Receiving Party and its Representatives, and the applicable Receiving Party shall be responsible for the breach of this Section 7.1(b), by any of its Representatives. In the event of a conflict between the confidentiality provisions of this Agreement and the confidentiality terms contained in any Ancillary Agreement that provides that certain Confidential Information shall be maintained confidential on a basis that is more protective of such Confidential Information or for a longer period of time than provided for in this Agreement, the terms provided in the Ancillary Agreement shall govern. (c) The representation in Section 5.16(e) and covenants in paragraph (aSection 7.1(a) and Section 7.1(b) will not require Ashland Seller or any Asset Selling Corporation of its Affiliates to provide Buyer or its representatives Representatives with access to any document document, communication or other communication information (i) not related to the Acquisition, the sale process with respect to the Business or the possible sale of the Business, (ii) that Ashland Seller believes in good faith may be subject to any contractual confidentiality obligation or should not be disclosed due to its competitively sensitive nature, (iii) that may be covered by any attorney-client work product or similar privilege, (iv) that constitutes any consolidated, combined, unitary or similar Tax Return of Seller or any of its Affiliates, except to permit the extent pertaining to a Transferred Company, or (v) if Seller or its Affiliates, on the one hand, and Buyer or any of its representatives to conduct any Environmental TestsAffiliates, including soilon the other hand, water, air or other sampling or testing, at or relating to the Conveyed Real Propertyare adverse parties in a litigation and such information is reasonably pertinent thereto. (cd) From and after the date hereof and to the Closing, without the prior written consent of AshlandSeller, which consent may be withheld by Ashland Seller in its sole discretion for any reason or no reason, neither Buyer nor any of its Affiliates shall contact any suppliers to, or Employees (except pursuant to paragraph Section 7.1(a)), customers of or partners of (aincluding those Persons listed on Schedule 7.1(d)) or customers of), the Business in connection with or pertaining to any subject matter of this Agreement. (de) From and after the date hereof and to the Closing, Ashland shall, and shall cause the Asset Selling Corporations to, provide the promptly inform Buyer copies in case of receipt of any amendments material inquiry or modifications notice from any Tax authorities with respect to any Real Property Leasethe Transferred Companies or the Business.

Access, Information and Documents. (a) From Upon reasonable notice and after during normal business hours, Seller shall give Purchaser and its representatives (including Purchaser's accountants, counsel and employees), reasonable access to the date hereof properties, contracts, books, records and affairs of Seller relating to the Purchased Assets and cause its officers and employees to furnish to Purchaser all documents, records and information (or copies thereof) relating to the Purchased Assets as Purchaser may reasonably request; it being understood that (a) Seller, in its sole discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements or possible waivers of any applicable attorney-client privileges or (ii) in the event Purchaser is in breach of this Agreement, (b) such investigations shall not under any circumstances interfere with Seller's operations, activities or employees, and (c) such investigations shall not be of a nature which in the opinion of Seller may violate applicable antitrust or similar laws. Purchaser shall at all times prior to the Closing, upon reasonable advance notice from Buyer and in the event of termination of this Agreement, cause any information so obtained to be kept confidential and will not less than five (5) Business Daysuse, Ashland shallor permit the use of, and shall cause the Asset Selling Corporations tosuch documents, to the extent permitted by Law, permit Buyer and its authorized representatives to have reasonable access, during regular business hours, to the assets, Employees, facilities, Contracts, books and records work papers and other documents and data relating exclusively materials in its business or in any other manner or for any other purpose except as contemplated hereby. In the event this Agreement is terminated pursuant to the Business Section 6.3, Purchaser shall return to Seller (other than the Excluded Assetswithout retaining any copies thereof), including such access necessary or certify to consummate the Debt Financing; providedSeller that it has destroyed, howeverall documents, that no such access work papers and other material supplied by Seller (or related activities any of its respective agents, employees or investigationsrepresentatives) shall unreasonably interfere with Ashland’s as a result hereof or the Asset Selling Corporations’ normal operation of their respective businesses, including the Business; provided, further, that all information received by Buyer or its representatives and given by or on behalf of Ashland and the Asset Selling Corporations in connection with this Agreement and herewith, whether so obtained before or after the Contemplated Transactions will execution hereof. (b) All information provided or obtained pursuant to clause (a) above shall be held by Buyer Purchaser in accordance with and its Affiliates and representatives as confidential information pursuant subject to the terms of the Confidentiality Agreement, dated October 22, 1998, between Critchley Group, Inc. and CIBC Xxxxxxxxxxx, on behalf of TII Industries (the "Confidentiality Agreement"). (b) The covenants in paragraph (a) will not require Ashland or any Asset Selling Corporation to provide Buyer or its representatives with access to any document or other communication that Ashland believes in good faith may be subject to any contractual confidentiality obligation or that may be covered by any attorney-client work product or similar privilege, or to permit Buyer or its representatives to conduct any Environmental Tests, including soil, water, air or other sampling or testing, at or relating to the Conveyed Real Property. (c) From and after the date hereof and to the Closing, without the prior written consent of Ashland, which consent may be withheld by Ashland in its sole discretion for any reason or no reason, neither Buyer nor any of its Affiliates shall contact any suppliers to, or Employees (except pursuant to paragraph (a)) or customers of, the Business in connection with or pertaining to any subject matter of this Agreement. (d) From and after the date hereof and to the Closing, Ashland shall, and shall cause the Asset Selling Corporations to, provide the Buyer copies of any amendments or modifications to any Real Property Lease.

Access, Information and Documents. (a) From Seller shall give Parent and after the date hereof its representatives (including Parent's agents, accountants, counsel and to the Closingemployees), upon reasonable advance notice notice, during normal business hours and on a mutually agreed upon schedule, access to the properties, the Facility, employees, contracts, books, records and affairs of Seller, including, subject to mutual agreement on customary and reasonable terms regarding confidentiality issues and indemnification of Seller for any property damage or injury, granting access for the purpose of conducting air, soil and water tests or conducting such other tests as may appear advisable to Parent, and cause its directors, officers and employees to furnish to Parent all documents, records and information concerning the affairs of Seller as Parent may reasonably request. Parent authorizes Buyer to, and will cooperate so that Parent may, obtain information concerning the Acquired Assets and the Facility from all government agencies or Authorities having enforcement responsibility for environmental, health, safety, building and zoning and other laws and regulations. (b) Seller shall cooperate with Buyer, Parent and Parent's Accountants in the preparation by Parent's Accountants of financial statements of the Business for (i) the annual periods ending and as of, August 31, 2001, August 31, 2002 and August 31, 2003 (collectively, the "Annual Reg. S-X Financial Statements"), (ii) the three-month periods ending November 30, 2002 and November 30, 2003, and (iii) the four-month periods ending December 31, 2002 and December 31, 2003 (or such other time periods as required by Regulation S-X promulgated by the Securities and Exchange Commission for any registration statement prepared in accordance with the Securities Act of 1933, as amended, and the regulations promulgated thereunder or as Buyer of not less than five or Parent may reasonably request) (5clauses (i) Business Daysthrough (iii), Ashland collectively, the "Reg. S-X Financial Statements"). To the extent the Reg. S-X Financial Statements are prepared based on financial or other information provided in writing to Buyer, Parent or Parent's Accountants by Seller or its representatives, such information shall be (or, if heretofore provided, is) true and correct in all material respects. Seller shall, and shall cause the Asset Selling Corporations toits directors and officers (including for this purpose, its controller), to provide executed versions of any representation letters (the extent permitted "Representation Letters") requested by Law, PricewaterhouseCoopers LLP ("Parent's Accountants") and otherwise cooperate to permit Buyer and its authorized representatives Parent's Accountants to have reasonable access, during regular business hours, to complete an audit of the assets, Employees, facilities, Contracts, books and records and other documents and data relating exclusively to the Business (other than the Excluded Assets), including such access necessary to consummate the Debt FinancingAnnual Reg. S-X Financial Statements; provided, however, that no such access notwithstanding anything to the contrary in this Section 4.2(b) Seller shall not be required, and shall not be required to cause any director or officer (including for this purpose, its controller), to execute any Representation Letter that to Seller's knowledge contains an untrue statement of a material fact or related activities omits to state a material fact necessary to make the statements or investigations) shall unreasonably interfere with Ashland’s or the Asset Selling Corporations’ normal operation of their respective businesses, including the Businessfacts contained therein not misleading; provided, further, however, that all information received by Buyer Parent acknowledges and agrees that Parent will pay any fees or its representatives and given by or on behalf expenses of Ashland and the Asset Selling Corporations Parent's Accountants incurred in connection with this Agreement the preparation of such financial statements and the Contemplated Transactions will be held by Buyer and its Affiliates and representatives as confidential information pursuant to the terms audit of the Confidentiality AgreementAnnual Reg. S-X Financial Statements. (b) The covenants in paragraph (a) will not require Ashland or any Asset Selling Corporation to provide Buyer or its representatives with access to any document or other communication that Ashland believes in good faith may be subject to any contractual confidentiality obligation or that may be covered by any attorney-client work product or similar privilege, or to permit Buyer or its representatives to conduct any Environmental Tests, including soil, water, air or other sampling or testing, at or relating to the Conveyed Real Property. (c) From and after the date hereof and to the Closing, without the prior written consent of Ashland, which consent may be withheld by Ashland in its sole discretion for any reason or no reason, neither Buyer nor any of its Affiliates shall contact any suppliers to, or Employees (except pursuant to paragraph (a)) or customers of, the Business in connection with or pertaining to any subject matter of this Agreement. (d) From and after the date hereof and to the Closing, Ashland shall, and shall cause the Asset Selling Corporations to, provide the Buyer copies of any amendments or modifications to any Real Property Lease.

Access, Information and Documents. (a) From and after the date hereof and to until the Closing, upon on reasonable advance notice from Buyer of not less than five (5) Business DaysHEP, Ashland the Company shall, and shall cause each other member of the Asset Selling Corporations Company Group to, to the extent permitted by Law, permit Buyer HEP and its authorized representatives Representatives to have reasonable access, during regular business hours, to the assetsassets (including the Xxxxxxxx Real Property), EmployeesFacilities, facilitiespersonnel, Contracts, books and records and other documents and data relating exclusively to the Business (other than the Excluded Assets), including such access necessary to consummate the Debt FinancingCompany Group; provided, however, that (i) no such access (or related activities or investigations) shall unreasonably interfere with Ashlandany of the Company Group’s normal business operations, (ii) no such access (or the Asset Selling Corporations’ normal operation related activities or investigations) shall be permitted on any portion of their respective businesses, including the Business; provided, further, that all information received by Buyer Xxxxxxxx Leased Real Property if such access (or its representatives and given by related activities or on behalf of Ashland and the Asset Selling Corporations in connection with this Agreement and the Contemplated Transactions will be held by Buyer and its Affiliates and representatives as confidential information pursuant to investigations) would violate the terms of the Confidentiality Agreementapplicable Xxxxxxxx Lease and (iii) access to personnel of the Company Group shall be subject to the prior approval of the Company as to the scope and duration of such access and the specific personnel involved, such approval not to be unreasonably withheld, conditioned or delayed. HEP shall bear the risk of injury to itself, any of its Affiliates, and their respective Representatives conducting any investigation or inspection pursuant to this Section 6.5, except to the extent such injury is caused by the gross negligence or willful misconduct of the Company Group or any of its personnel. The Company shall have the right to have one or more Representatives accompany HEP and its Representatives at all times during HEP’s and its Representatives’ on-site inspection of the assets, Facilities, personnel, Contracts, books and records and other documents and data relating to the Company Group. (b) The covenants Notwithstanding anything to the contrary in paragraph (a) will not require Ashland or any Asset Selling Corporation this Agreement, nothing in this Agreement shall be construed to provide Buyer permit HEP or its representatives with Representatives to (i) have access to any document files, records, Contracts or other communication documents of the Company Group relating to (A) particular terms of any Contracts to the extent that Ashland believes in good faith may be disclosure of such terms, based upon the advice of outside counsel of the Company, could risk violating any antitrust or similar applicable Law or (B) information that is subject to any contractual confidentiality obligation restrictions or that may be covered by any attorney-client work product or similar other legal privilege, provided, however, that in the event such information is not provided, Xxxxxxxx HoldCo shall provide HEP with notice thereof and a reasonable description of the nature of such withheld information, (ii) subject to Section 6.2(c), have access to competitively sensitive information, including proprietary technology or to permit Buyer processes or its representatives to trade or industrial secrets or (iii) conduct any Environmental Testsinvasive inspections, investigations, tests or assessments of any portion of Xxxxxxxx Real Property or any invasive environmental tests, including any sampling or other invasive investigation of the soil, water, air air, soil gas, surface water, groundwater, building materials or other sampling environmental media at any Xxxxxxxx Real Property or testingaccess the proprietary network of the Company Group (provided, however, that nothing herein shall prohibit licensed surveyors engaged by HEP from accessing the Xxxxxxxx Real Property for purposes of preparing ALTA/NSPS surveys thereof, which surveys Xxxxxxxx HoldCo hereby expressly permits). HEP shall ensure that the access permitted pursuant to Section 6.5 will be solely in connection with the Contemplated Transactions. During such access, HEP and its Representatives shall comply with the applicable policies and procedures of the Company Group that have been provided to HEP and its Representatives prior to or in connection with such access. If, at any time, the Company reasonably believes that any Representative of HEP has not complied with such policies and procedures, then the Company may immediately terminate such Representative’s access. HEP shall indemnify and hold harmless Xxxxxxxx HoldCo, the Company and their respective Affiliates from and against all Damages that arise out of or result from any of HEP’s and its Representatives’ site visits and access to any property of the Company Group, except to the extent arising from or relating to the Conveyed Real Propertygross negligence or willful misconduct of the Company Group. Promptly upon completion of any such access, HEP shall repair at its sole expense any Damages caused by such access. (c) From and after the date hereof until the Closing, if Xxxxxxxx HoldCo believes in good faith that a HEP Material Adverse Effect has occurred or would reasonably be expected to occur, then on reasonable advance notice from Xxxxxxxx HoldCo, HEP shall, and shall cause each other HEP Entity to, to the extent permitted by Law and solely to the extent reasonably necessary for Xxxxxxxx HoldCo to evaluate whether a HEP Material Adverse Effect has occurred or would reasonably be expected to occur, permit Xxxxxxxx HoldCo and its Representatives to have reasonable access, during regular business hours, to the assets and properties (including the HEP Real Property) of the applicable HEP Entities in respect of which Xxxxxxxx HoldCo reasonably believes a HEP Material Adverse Effect has occurred or would reasonably be expected to occur; provided, however, that (i) no such access (or related activities or investigations) shall unreasonably interfere with any HEP Entity’s normal business operations, (ii) no such access (or related activities or investigations) shall be permitted on any portion of HEP Leased Real Property if such access (or related activities or investigations) would violate the terms of the applicable HEP Lease, and (iii) no such access shall be permitted with respect to competitively sensitive information, including proprietary technology or processes or trade or industrial secrets. Xxxxxxxx HoldCo shall bear the risk of injury to itself, any of its Affiliates, and their respective Representatives conducting any investigation or inspection pursuant to this Section 6.5, except to the extent such injury is caused by the gross negligence or willful misconduct of the HEP Entities or any of their personnel. HEP shall have the right to have one or more Representatives accompany Xxxxxxxx HoldCo and its Representatives at all times during Xxxxxxxx HoldCo and its Representatives’ on-site inspection of the assets or properties relating to the HEP Entities. (d) No Party, nor any of its Affiliates, or their respective Representatives, shall, prior to the Closing, without contact any known customer, vendor, supplier, lessor, lessee, party to an easement, or employee of the other Party with respect to the Contemplated Transactions, except where it has received the prior written consent of Ashlandsuch other Party. Notwithstanding the foregoing, which consent may be withheld by Ashland in but subject to the applicable terms of the Confidentiality Agreement, this Section 6.5(d) shall not limit or otherwise restrict any Party, its sole discretion for Affiliates, or their respective Representatives from contacting or having business dealings with any reason such Person with whom any such Party or no reason, neither Buyer nor any of its Affiliates shall has or may have business dealings, so long as such contact any suppliers to, or Employees (except pursuant business dealings do not relate to paragraph (a)) the other Party’s business dealings with such Person or customers of, the Business in connection with or pertaining respect to any subject matter aspect of this Agreementthe Contemplated Transactions. (de) From Each of Xxxxxxxx HoldCo and after HEP acknowledges and agrees that the date hereof Confidentiality Agreement remains in full force and effect and, in addition, shall keep confidential, in accordance with the provisions of the Confidentiality Agreement, information provided to such Party pursuant to this Section 6.5. If this Agreement is, for any reason, terminated prior to the Closing, Ashland shall, the Confidentiality Agreement and the provisions of this Section 6.5(e) shall cause nonetheless continue in full force and effect in accordance with the Asset Selling Corporations to, provide the Buyer copies of any amendments or modifications to any Real Property Leaseterms thereof.

Access, Information and Documents. (a) From and after the date hereof and to until the Closing, upon reasonable advance notice from Buyer of not less than five (5) Business DaysPurchaser, Ashland Seller Parent shall, and shall cause the Asset Selling Corporations to, each Seller Affiliates to the extent permitted by Law, permit Buyer Purchaser and its authorized representatives Representatives to have reasonable access, during regular business hours, to the assets, Employees, facilities, Contracts, books and records and other documents and data relating exclusively to the Business (other than Business, the Excluded Assets)Transferred Proprietary Rights, including and the Acquired Companies, and permit copies of such access necessary materials to consummate be made for purposes of preparing to operate the Debt FinancingAcquired Companies following the Closing; provided, however, that no such access (or related activities or investigations) shall unreasonably interfere with Ashlandany Seller Affiliate’s or the Asset Selling Corporations’ normal operation of their respective businessesits business, including the Business; provided, further, that all information received by Buyer Purchaser or its representatives Representatives and given by or on behalf of Ashland and the Asset Selling Corporations any Seller Affiliate in connection with this Agreement and the Contemplated Transactions will be held by Buyer Purchaser and its Affiliates and representatives as confidential information pursuant to the terms of the Confidentiality Agreement; and provided, further, that Purchaser agrees to comply with all rules, regulations and instructions issued by any Seller Affiliates regarding Purchaser’s or its Representatives’ actions while upon, entering or leaving the property of any Seller Affiliate, including the Real Property. (b) The covenants in paragraph (a) will not require Ashland any Seller, Acquired Company, or any Asset Selling Corporation of their respective Affiliates (i) to provide Buyer Purchaser or its representatives with access to any document document, communication or other communication information (A) related to the sale process with respect to the Acquired Companies or the Business or the possible sale of the Acquired Companies or Business, (B) that Ashland believes in good faith may is competitively sensitive, the disclosure of which would reasonably be subject expected to violate any contractual confidentiality obligation or is otherwise restricted from sharing pursuant to Applicable Law (provided that may be covered by Sellers, the Acquired Companies and any of their respective Affiliates will use commercially reasonable efforts to provide such information in a manner that does not violate such law or is in accordance with such Contract) or (C) that the disclosure of which would jeopardize any attorney-client or attorney work product privilege or any similar privilegeprotection (provided that Sellers, the Acquired Companies and any of their respective Affiliates will use commercially reasonably efforts to provide such information in a manner that does not jeopardize such privilege or protection), or (ii) to permit Buyer Purchaser or its representatives to conduct any Environmental TestsPhase II or other intrusive sampling, testing or investigation, including soil, water, air or other sampling or testing, at or relating to the Conveyed Real PropertyProperty or the tangible personal property of any Acquired Company. (c) From and after the date hereof and to until the Closing, without the prior written consent of AshlandSeller Parent, which consent may be withheld by Ashland Seller Parent in its sole and absolute discretion for any reason or no reason, neither Buyer Purchaser nor any of its Affiliates shall contact any suppliers to, or Employees (except pursuant to paragraph (a)) or customers of, the Acquired Companies or the Business in connection with or pertaining to any subject matter of this AgreementAgreement or the Contemplated Transactions. (d) From and after the date hereof and to the Closing, Ashland shall, and shall cause the Asset Selling Corporations to, provide the Buyer copies of any amendments or modifications to any Real Property Lease.

Access, Information and Documents. (a) From and after the date hereof and to the Closing, upon reasonable advance notice from Buyer Global of not less than five (5) Business Days, Ashland AEHC shall, and shall cause the Asset Selling Corporations to, to the extent permitted by Law, permit Buyer Global and its authorized representatives to have reasonable access, during regular business hours, to the assets, Employeesemployees, facilities, Contracts, books and records and other documents and data relating exclusively to the Business (other than the Excluded Assets), including such access necessary to consummate the Debt FinancingAlliance Businesses; provided, however, that no such access (or related activities or investigations) shall unreasonably interfere with AshlandAEHC’s or the Asset Selling Corporations’ normal operation operations of their respective its businesses, including the BusinessAlliance Businesses; provided, further, that all information received by Buyer Global or its representatives and given by or on behalf of Ashland and the Asset Selling Corporations AEHC in connection with this Agreement and the Contemplated Transactions Transaction will be held by Buyer Global and its Affiliates subsidiaries, employees, and representatives as confidential information pursuant to the terms of the Confidentiality Agreement. (b) The covenants in paragraph (aSection 7.11(a) will not require Ashland or any Asset Selling Corporation AEHC to provide Buyer Global or its representatives with access to any document or other communication that Ashland AEHC believes in good faith may be subject to any contractual confidentiality obligation or that may be covered by any attorney-client privilege, attorney work product privilege or similar privilege, or to permit Buyer Global or its representatives to conduct any Environmental Tests, including soil, water, air or other sampling or testing, at or relating to the Conveyed Real Propertyreal property retained by AEHC. (c) From and after the date hereof and to the Closing, without the prior written consent of AshlandAEHC, which consent may not be unreasonably withheld by Ashland in its sole discretion for any reason or no reasonAEHC, neither Buyer Global nor any of its Affiliates subsidiaries or employees shall contact any suppliers to, or Employees employees (except pursuant to paragraph (aSection 7.11(a)) or customers of, the Business Alliance Businesses in connection with or pertaining to any subject matter of this Agreement. (d) From . Notwithstanding the foregoing, AEHC acknowledges and after the date hereof and agrees that Global has an ongoing relationship with certain suppliers of Alliance with respect to the Closing, Ashland shallGlobal’s current business operations, and shall cause the Asset Selling Corporations to, provide the Buyer copies foregoing restriction is not intended to limit Global’s ordinary course of any amendments or modifications to any Real Property Leasebusiness with such suppliers.

Access, Information and Documents. During the period ended five (a5) From and years after the date hereof and to the ClosingClosing Date, upon reasonable advance notice from notice, Sellers and Parent will give to Buyer and to Buyer's counsel, accountants and other representatives reasonable access during normal business hours to such of not less than the Sellers' and Parent's books, tax returns, contracts, commitments, records, employees, officers and accountants relating to the Business or the Purchased Assets and will furnish to Buyer access to or copies of such documents (certified to be true copies if requested) and all information with respect to the Business or the Purchased Assets, as Buyer may reasonably request, all at Sellers' and Parent's expense except that Buyer shall reimburse Sellers and Parent for reasonable out of pocket expenses incurred by them with respect to such access. During the period ended five (5) Business Daysyears after the Closing Date, Ashland shallupon reasonable advance notice, Buyer will give to Parent, Sellers and shall cause the Asset Selling Corporations totheir respective counsel, to the extent permitted by Law, permit Buyer and its authorized representatives to have reasonable access, during regular business hours, to the assets, Employees, facilities, Contracts, books and records accountants and other documents representatives reasonable access during normal business hours to such of Buyer's books, tax -34- 39 returns, contracts, commitments, records, employees, officers and data relating exclusively to the Business (other than the Excluded Assets), including such access necessary to consummate the Debt Financing; provided, however, that no such access (or related activities or investigations) shall unreasonably interfere with Ashland’s or the Asset Selling Corporations’ normal operation of their respective businesses, including the Business; provided, further, that all information received by Buyer or its representatives and given by or on behalf of Ashland and the Asset Selling Corporations in connection with this Agreement and the Contemplated Transactions will be held by Buyer and its Affiliates and representatives as confidential information pursuant to the terms of the Confidentiality Agreement. (b) The covenants in paragraph (a) will not require Ashland or any Asset Selling Corporation to provide Buyer or its representatives with access to any document or other communication that Ashland believes in good faith may be subject to any contractual confidentiality obligation or that may be covered by any attorney-client work product or similar privilege, or to permit Buyer or its representatives to conduct any Environmental Tests, including soil, water, air or other sampling or testing, at or accountants relating to the Conveyed Real Property. Business, Foreign Subsidiaries or the Purchased Assets and will furnish to Parent and Sellers access to or copies of such documents (ccertified to be true copies if requested) From and after the date hereof and all information with respect to the ClosingBusiness, without Foreign Subsidiaries or the prior written consent Purchased Assets, as Parent or Sellers may reasonably request, all at Buyer's expense except that Sellers and Parent shall reimburse Buyer for reasonable out of Ashlandpocket expenses incurred by it with respect to such access. Buyer, which consent may be withheld by Ashland in its on the one hand, and Parent and Sellers, on the other hand, shall provide the other party reasonable advance notice before destroying or disposing of any books, records or information relating to the Business, Foreign Subsidiaries or Purchased Assets and allow such other party to take possession of or copy, at such other party's sole discretion for any reason or no reasonexpense, neither Buyer nor any of its Affiliates shall contact any suppliers tosuch books, records or Employees (except pursuant to paragraph (a)) or customers of, the Business in connection with or pertaining to any subject matter of this Agreementinformation. (d) From and after the date hereof and to the Closing, Ashland shall, and shall cause the Asset Selling Corporations to, provide the Buyer copies of any amendments or modifications to any Real Property Lease.

Access, Information and Documents. (a) From and after the date hereof and to until the Closing, upon reasonable advance notice from Buyer of not less than five two (52) Business Days, Ashland Seller shall, and shall cause the Asset Selling Corporations to, to the extent permitted by Law, permit Buyer and its authorized representatives Representatives and insurance underwriters to have reasonable access, during regular business hours, to the assets, EmployeesEmployees and other Representatives of Seller, facilities, Contracts, books and records (including financial and accounting information) and other documents and data to the extent relating exclusively to the Business Business, the Transferred Assets or the Assumed Liabilities (other than the Excluded Assets), including such access necessary to consummate the Debt Financing; provided, however, that no such access (or related activities or investigations) shall unreasonably interfere with AshlandSeller’s or the Asset Selling Corporationsits Affiliates’ normal operation operations of their respective businesses, including the Business; provided, further, that all information received by Buyer or its representatives Representatives and given by or on behalf of Ashland and the Asset Selling Corporations Seller in connection with this Agreement and the Contemplated Transactions Acquisition will be held by Buyer and its Affiliates and representatives Representatives as confidential information pursuant to the terms of the Confidentiality Agreement; and provided, further, that Buyer agrees to comply fully with all rules, regulations and instructions issued by Seller regarding Buyer’s or its Representatives’ actions while upon, entering or leaving the property of Seller, including the Transferred Real Property. (b) The covenants in paragraph (a) of this Section 7.1 will not require Ashland or any Asset Selling Corporation Seller (i) to provide Buyer or its representatives Representatives with access to any document document, communication or other communication information to the extent (A) related to the negotiation of this Agreement, the Ancillary Agreements, the Acquisition, and the sale process with respect to the Business or the possible sale of the Business, (B) that Ashland Seller believes in good faith may faith, on the advice of legal counsel, would reasonably be subject expected to violate any contractual confidentiality obligation or applicable Law, or (C) that may Seller believes in good faith, on the advice of legal counsel, that such document, communication or information would reasonably be covered expected to be protected by any attorney-client client, work product or other similar legal privilege, or (ii) to permit Buyer or its representatives Representatives to conduct any Environmental TestsPhase II or other intrusive sampling, testing or investigation, including soil, water, air or other sampling or testing, at or relating to the Conveyed Transferred Real Property or the Transferred Tangible Personal Property. Notwithstanding the foregoing, in the case of clauses (i)(B) and (i)(C), Seller shall use commercially reasonable efforts to provide such access as can be provided (or otherwise find alternative means to convey such information regarding the applicable matters as can be conveyed) without violating or waiving such Law, contractual obligation or privilege. (c) From and after the date hereof and to the Closing, without the prior written consent of AshlandSeller, which consent may shall not be withheld by Ashland in its sole discretion for any reason unreasonably withheld, conditioned or no reasondelayed, neither Buyer nor any of its Affiliates shall contact any suppliers to, or Employees (except pursuant to paragraph (a)) of this Section 7.1) or customers of, the Business in connection with or pertaining to any subject matter of this Agreement. (d) From and after the date hereof and to the Closing, Ashland shallSeller shall reasonably cooperate with Buyer (at Buyer’s sole cost and expense) in obtaining an ALTA Owner’s Title Insurance Policy, with gap coverage from Seller through the date of recording, insuring Buyer’s fee simple title to each Owned Real Property. In connection therewith, Seller shall deliver to Buyer’s title insurance company any affidavits, indemnities and shall cause other agreements or assurances reasonably requested by such title company to issue the Asset Selling Corporations toOwner’s Title Policy, provide the Buyer copies of any amendments or modifications each in a form and substance reasonably acceptable to any Real Property LeaseSeller.

Access, Information and Documents. (a) From and after the date hereof and to the Closing, upon reasonable advance notice from Buyer of not less than five two (52) Business Days, Ashland the Archway Parties shall, and shall cause the Asset Selling Corporations to, to the extent permitted by Law, permit Buyer and its authorized representatives representatives, at Buyer’s sole cost and expense, to have reasonable access, during regular business hours, to the assets, Employeesemployees, customers and suppliers (provided that Buyer will contact Company customers and suppliers only in accordance with the agreed upon plan set forth in Schedule 10.3 (the “Supplier Contact Plan”)), facilities, Contracts, books and records and other documents and data relating exclusively to the Business (other than the Excluded Assets)Business, including such access necessary to consummate the Debt FinancingLeased Real Property; provided, however, that no such access (or related activities or investigations) shall unreasonably interfere with Ashlandthe Company’s or the Asset Selling Corporations’ normal operation of their respective its businesses, including and no environmental testing may be conducted without the BusinessArchway Representative’s consent; provided, further, that all information received by Buyer or its representatives and given by or on behalf of Ashland and the Asset Selling Corporations Archway Parties in connection with this Agreement and the Contemplated Transactions transactions contemplated under this Agreement will be held by Buyer and its Affiliates and representatives as confidential information pursuant to the terms of the Confidentiality Agreement. Notwithstanding the foregoing, within three (3) Business Days following the date hereof, and in any event prior to any public announcement of the sale of the Company hereunder, the Archway Representative shall arrange individual meetings so that representatives of the Archway Parties and Buyer can meet with certain mutually agreed upon key employees of the Company Group, and the Archway Parties shall use their commercially reasonable efforts to assist Buyer in obtaining the executed employment and service agreements in form reasonably acceptable to Buyer at or prior to the Closing Date. (b) The covenants Notwithstanding anything to the contrary in paragraph (a) will this Agreement, the Archway Parties shall not require Ashland or any Asset Selling Corporation be required to provide disclose to Buyer or its representatives with permit Buyer to have access to any document information if such disclosure or other communication that Ashland believes access would, in good faith may the Archway Representative’s reasonable discretion, (i) be subject inconsistent with the Archway Parties’ obligations with respect to any contractual confidentiality obligation pre-Closing communications under applicable antitrust Law, or that may be covered by any (ii) create the risk of waiver of attorney-client work product or similar privilege, or to permit Buyer or its representatives to conduct any Environmental Tests, including soil, water, air or other sampling or testing, at or relating privileges (provided that the Company shall disclose to Buyer the Conveyed Real Propertyunderlying factual information as to which the attorney-client privileged communications may relate in a manner that preserves the privilege). (c) From and after the date hereof and to the Closing, without the prior written consent of Ashland, which consent may be withheld by Ashland in its sole discretion for any reason or no reason, neither Buyer nor any of its Affiliates shall contact any suppliers to, or Employees (except pursuant to paragraph (a)) or customers of, the Business in connection with or pertaining to any subject matter of this Agreement. (d) From and after the date hereof and to the Closing, Ashland shall, and shall cause the Asset Selling Corporations to, provide the Buyer copies of any amendments or modifications to any Real Property Lease.