Common use of Access to Properties and Records Clause in Contracts

Access to Properties and Records. (a) MDJB (which shall be deemed to include Colorado Tech for purposes of this Article VII unless the context clearly provides otherwise) shall afford to the officers, employees, attorneys, accountants and other authorized representatives of Acquisition, free and full access to all of MDJB's assets, properties, Books and Records, and employees in order to afford Acquisition as full an opportunity of review, examination and investigation as Acquisition shall desire to make of the affairs of MDJB, and Acquisition shall be permitted to make extracts from, or take copies of, such books, records (including the stock record and minute books) or other documentation or to obtain temporary possession of any thereof as may be reasonably necessary; and MDJB shall furnish or cause to be furnished to Acquisition such reasonable financial and operating data and other information about MDJB's business, properties and assets which any of Acquisition's respective officers, employees, attorneys, accountants or other authorized representatives may request provided that Acquisition and its agents shall give advance notice to MDJB of any intended visit to any Facility or meeting with MDJB's employees and shall not unreasonably interfere with the operations of MDJB's business. (b) Until the Merger has been consummated (and if the Merger is not consummated, at all times hereafter), MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose or use any information obtained in the course of their respective investigations. If the proposed Merger is not consummated, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets and data to MDJB and MDJB and its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required by law neither party shall discuss or release information to any third person (except the attorneys, accountants and representatives of the parties) with respect to such unconsummated Merger. Such obligation of confidentiality shall not extend to any information which is shown to have been previously known by MDJB, ▇▇▇▇▇▇▇ or Acquisition, as the case may be, or generally known to others engaged in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public by a third party.

Access to Properties and Records. (a) MDJB (which shall be deemed to include Colorado Tech for purposes of this Article VII unless the context clearly provides otherwise) The Seller shall afford to the officers, employees, attorneys, accountants and other authorized representatives of Acquisitionthe Buyer, free and full access to all of MDJBthe Seller's assetsAssets, properties, Books and Records, students and employees in order to afford Acquisition the Buyer as full an opportunity of review, examination and investigation as Acquisition the Buyer shall desire to make of the affairs of MDJBthe Seller and the Institution, and Acquisition the Buyer shall be permitted to make extracts from, or take copies of, such books, records Books and Records (including the stock record and minute books) or other documentation or to obtain temporary possession of any thereof as may be reasonably necessary; and MDJB the Seller shall furnish or cause to be furnished to Acquisition the Buyer such reasonable financial and operating data and other information about MDJB's businessthe Business, properties and assets which any of Acquisitionthe Buyer's respective officers, employees, attorneys, accountants or other authorized representatives may request request; provided that Acquisition Buyer and its agents shall give advance notice to MDJB of any intended visit to any Facility or meeting with MDJB's employees and shall not unreasonably interfere with the operations of MDJB's businessthe Business. No information or knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement. (b) Until The Seller shall furnish the Merger has been consummated Buyer, upon reasonable request, with all information concerning the Seller and the Institution reasonably required for inclusion in any application made by the Buyer to ACICS, ED, any Accrediting Body, New Jersey Department of Education or any other state governmental department and/or agency or any non-governmental or quasi-governmental body or regulatory body in connection with the transactions contemplated by this Agreement and the reinstatement of Licenses, Accreditations and Certifications following the consummation of such transactions. (c) After the Closing Date, the Buyer shall provide the Seller with reasonable access to the pre-Closing books and if records of the Merger is not consummated, at all times hereafter), MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose or use any information obtained in Business to the course of their respective investigations. If the proposed Merger is not consummated, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets and data to MDJB and MDJB and its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as extent required by law neither party shall discuss or release information the Seller to any third person (except the attorneys, accountants and representatives of the parties) with respect to such unconsummated Merger. Such obligation of confidentiality shall not extend to any information which is shown to have been previously known by MDJB, ▇▇▇▇▇▇▇ or Acquisition, as the case may be, or generally known to others engaged in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public by a third partyfulfill its obligations under this Agreement.

Access to Properties and Records. Confidentiality. ------------------------------------------------- (a) MDJB (which Corry shall be deemed permit Northwest and its representatives reasonable access to include Colorado Tech for purposes of this Article VII unless the context clearly provides otherwise) its properties, and shall afford disclose and make available to them all books, papers and records relating to the officersassets, employees, attorneys, accountants and other authorized representatives of Acquisition, free and full access to all of MDJB's assetsstock ownership, properties, Books operations, obligations and Recordsliabilities of Corry, and employees in order to afford Acquisition as full an opportunity including, but not limited to, all books of review, examination and investigation as Acquisition shall desire to make of the affairs of MDJB, and Acquisition shall be permitted to make extracts from, or take copies of, such books, records account (including the stock record general ledger), tax records, minute books of meetings of the board of trustees (and minute books) any committees thereof), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or other documentation or to obtain temporary possession of any thereof as may be reasonably necessary; and MDJB prospects in which ▇▇▇▇▇ ▇▇▇ have a reasonable interest. Corry shall furnish or cause to be furnished to Acquisition such reasonable financial and operating data and other information about MDJB's business, properties and assets which any of Acquisition's respective make its officers, employees, attorneys, accountants or other employees and agents and authorized representatives may request provided that Acquisition (including counsel and independent public accountants) available to confer with Northwest and its agents representatives. Corry shall give advance notice permit the President of Northwest to MDJB attend regular meetings of any intended visit to any Facility ▇▇▇▇▇'▇ Board of Trustees', including, without limitation, the loan committee or meeting with MDJB's employees and shall not unreasonably interfere with the operations of MDJB's businessasset/liability committee meetings. (b) Until All information furnished previously in connection with the Merger has been consummated (transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the party furnishing the information until consummation of the transactions contemplated hereby and, if such transactions shall not occur, the party receiving the information shall, upon request, return to the party which furnished such information all documents or other materials containing, reflecting or referring to such information, shall use its best efforts to keep confidential all such information, and if shall not directly or indirectly use such information for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for three years from the Merger is not consummated, at all times hereafter), MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose or use any information obtained in the course of their respective investigations. If date the proposed Merger is not consummated, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets and data to MDJB and MDJB and its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required by law neither party shall discuss or release information to any third person (except the attorneys, accountants and representatives of the parties) with respect to such unconsummated Merger. Such obligation of confidentiality transactions are abandoned but shall not extend apply to (i) any information which is shown (x) the party receiving the information can establish by convincing evidence was already in its possession prior to have been previously known the disclosure thereof by MDJB, ▇▇▇▇▇▇▇ or Acquisition, as the case may be, or party furnishing the information; (y) was then generally known to others engaged in the same trade public; or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made (z) became known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public by through no fault of the party receiving the information; or (ii) disclosures pursuant to a third partylegal requirement or in accordance with an order of a court of competent jurisdiction, provided that the party which is the subject of any such legal requirement or order shall use its best efforts to give the other party at least ten business days prior notice thereof.

Access to Properties and Records. (a) MDJB (which shall be deemed to include Colorado Tech for purposes of this Article VII unless the context clearly provides otherwise) The Sellers shall afford to the officersBuyers, employeesand to the accountants, attorneys, accountants counsel and other authorized representatives of Acquisitionthe Buyers, free and full upon reasonable advance notice, reasonable access during normal business hours in a manner so as to all of MDJB's assets, properties, Books and Records, and employees in order to afford Acquisition as full an opportunity of review, examination and investigation as Acquisition shall desire to make of the affairs of MDJB, and Acquisition shall be permitted to make extracts from, or take copies of, such books, records (including the stock record and minute books) or other documentation or to obtain temporary possession of any thereof as may be reasonably necessary; and MDJB shall furnish or cause to be furnished to Acquisition such reasonable financial and operating data and other information about MDJB's business, properties and assets which any of Acquisition's respective officers, employees, attorneys, accountants or other authorized representatives may request provided that Acquisition and its agents shall give advance notice to MDJB of any intended visit to any Facility or meeting with MDJB's employees and shall not unreasonably interfere with the normal business operations of MDJB's business. the Group Companies throughout the period prior to the Closing Date (bor the earlier termination of this Agreement pursuant to Section 16) Until to all properties, Company Licenses and Permits, books, Company Contracts, commitments and files and records (including Tax Returns and correspondence with accountants) of the Merger has been consummated Group Companies and, during such period, shall furnish as promptly as practicable to the Buyers all other information concerning the Group Companies and their respective properties and personnel as the Buyers may reasonably request, in each case in connection with the Buyers’ preparation to integrate the Group Companies, provided that this provision shall not (i) apply to any materials which are privileged (including attorney-client privileged materials and product privileged materials) or (ii) require disclosure of information or materials if doing so would violate any agreement or any Law to which any Group Company is a party or to which any Group Company is subject; and, provided, further, that no investigation or receipt of information pursuant to this Section 8.3 shall qualify any representation or warranty of the Merger is Sellers or the conditions to the obligations of the Buyers, and the Sellers shall use reasonable best efforts to provide the Buyers with access to such materials or information in a manner that would not consummatedresult in the violation of such agreement or Law or the loss of such privilege. The Sellers shall afford to the Buyers reasonable access to the properties, at assets and operations of the Group Companies throughout the period prior to the Closing Date, as may be reasonably requested in writing. The Buyers shall comply with, and shall cause the Buyers’ accountants, counsel and representatives to comply with, all times hereafter)of their obligations under the Confidentiality Agreement, MDJBdated August 17, ▇▇2018, among ▇▇▇▇▇ Inc., QIEAG and Acquisition will not disclose or use any information obtained in QPLLC (the course “Confidentiality Agreement”), the terms of their respective investigations. If the proposed Merger is not consummatedwhich are incorporated herein by reference, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets and data to MDJB and MDJB and its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required by law neither party shall discuss or release information to any third person (except the attorneys, accountants and representatives of the parties) with respect to the information disclosed pursuant to this Section 8.3, and such unconsummated Merger. Such obligation Confidentiality Agreement will remain in full force and effect until the earlier of confidentiality (i) the Closing, at which time it shall not extend to any information which is shown to have been previously known by MDJB, ▇▇▇▇▇▇▇ or Acquisition, as automatically terminate and (ii) the case may be, or generally known to others engaged date of its expiration in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public by a third partyaccordance with its terms and conditions.

Access to Properties and Records. (a) MDJB The Seller will afford the executive officers, employees and authorized representatives (including legal counsel, accountants and consultants) of the Buyer, reasonable access to its properties, books and records including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' and stockholders' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which such party and its designated representatives may have a reasonable interest and shall be deemed to include Colorado Tech for purposes of this Article VII unless the context clearly provides otherwise) shall afford to the make their directors, officers, employees, attorneysagents, representatives and accountants available to confer with the other parties and other authorized representatives of Acquisitiontheir designated representatives; provided, free and full access however, that such investigations shall be conducted with reasonable prior notice in a manner so as not to all of MDJB's assets, properties, Books and Records, and employees in order to afford Acquisition as full an opportunity of review, examination and investigation as Acquisition shall desire to make unreasonably interfere with the operations of the affairs affected party. The officers of MDJB, the Seller will furnish the Buyer and Acquisition shall be permitted to make extracts from, or take copies of, its designated representatives with such books, records (including the stock record and minute books) or other documentation or to obtain temporary possession of any thereof as may be reasonably necessary; and MDJB shall furnish or cause to be furnished to Acquisition such reasonable additional financial and operating data and other information about MDJB's businessas to their business and properties as the other shall, properties and assets which any of Acquisition's respective officersfrom time to time, employees, attorneys, accountants or other authorized representatives may request provided that Acquisition and its agents shall give advance notice to MDJB of any intended visit to any Facility or meeting with MDJB's employees and shall not unreasonably interfere with the operations of MDJB's businessreasonably request. (b) Until All information furnished by the Merger has been consummated (parties hereto previously in connection with transactions contemplated by this Agreement or pursuant hereto shall be used solely for the purpose of evaluating the Acquisition contemplated hereby and shall be treated as the sole property of the party delivering the information until consummation of the Acquisition contemplated hereby and, if such Acquisition shall not occur, each party and each party's advisors shall return to the Merger is not consummatedother party all documents or other materials containing, at all times hereafter)reflecting or referring to such information, MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose retain any copies of such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any information obtained in competitive or other commercial purposes. In the course of their respective investigations. If event that the proposed Merger is Acquisition contemplated hereby does not consummatedoccur, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets notes and data to MDJB and MDJB and other writings prepared by a party hereto or its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required advisors based on information furnished by law neither the other party shall discuss or release be promptly destroyed. The obligation to keep such information to any third person (except confidential shall continue for five years from the attorneys, accountants and representatives of date the parties) with respect to such unconsummated Merger. Such obligation of confidentiality proposed Acquisition is abandoned but shall not extend apply to (i) any information which is shown (A) the party receiving the information can establish by convincing evidence was already in its possession prior to have been previously known the disclosure thereof to it by MDJB, ▇▇▇▇▇▇▇ or Acquisition, as the case may be, or other party; (B) was then generally known to others engaged in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made public; (C) became known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public through no fault of the party receiving such information; or (D) was disclosed to the party receiving such information by a third partyparty not bound by an obligation of confidentiality; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction.

Access to Properties and Records. Subject to the terms and conditions of that certain Confidentiality Agreement dated March 3, 2006 and subject to any confidentiality obligations that the Company or its Subsidiaries owe to third parties, from and after the date of this Agreement through the earlier of the Closing or the termination of this Agreement, the Company and its Subsidiaries shall (a) MDJB provide Purchaser access to all books, Records and documents, including contracts, agreements, consents, settlements, maps, revenue and expense information, production data and geological and geophysical data relating to the Interests, and (which shall be deemed to include Colorado Tech for purposes of this Article VII unless the context clearly provides otherwiseb) shall afford to the Purchaser and its officers, employees, attorneys, accountants and other authorized representatives of Acquisition, free and full access to all of MDJB's assetsthe offices, files, properties, Books books and RecordsRecords of the Company and its Subsidiaries, together with access to appropriate Company personnel capable of answering questions about the Company and its Subsidiaries. Notwithstanding the foregoing, neither Purchaser nor its representatives shall have right of access to, and employees the Company shall have no obligation to provide and may destroy if it so decides, bids received from others in order connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to afford Acquisition as full an opportunity such bids. Purchaser shall indemnify, defend and hold harmless the Company and its Affiliates from and against any Losses or claims asserted or suffered by any of review, examination and investigation as Acquisition shall desire to make of the affairs of MDJB, and Acquisition shall be permitted to make extracts them resulting from, or take copies arising out of, examinations made by Purchaser or its authorized representatives pursuant to this Section 6.5. The Company agrees to provide the access provided for in this Section 6.5 for at least the following hours: Until two days prior to the Pre-Closing Claim Date, such booksaccess shall be from 7:00 a.m. until midnight Monday through Friday, records and from 8:00 a.m. until 7:00 p.m. Saturday and Sunday. Thereafter, such access shall, upon Purchaser’s request, be on a 24-hour basis until the Pre-Closing Claim Date. Notwithstanding the preceding two sentences, the Company shall only be required to make (including the stock record i) its offices accessible to Purchaser during regular business hours, and minute books(ii) or its personnel available during regular business hours (and by telephone during other documentation or to obtain temporary possession of any thereof as may be reasonably necessary; and MDJB shall furnish or cause to be furnished to Acquisition such reasonable financial and operating hours). Requests by Purchaser for data and other information about MDJB's businessshall be submitted during regular business hours (i.e., properties 8:00 a.m. to 5:00 p.m. CDST) and assets which any of Acquisition's respective officers, employees, attorneys, accountants or other authorized representatives may request provided that Acquisition and the Company shall use its agents shall give advance notice best efforts to MDJB of any intended visit promptly respond to any Facility or meeting with MDJB's employees and shall not unreasonably interfere with the operations of MDJB's businessPurchaser’s requests. (b) Until the Merger has been consummated (and if the Merger is not consummated, at all times hereafter), MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose or use any information obtained in the course of their respective investigations. If the proposed Merger is not consummated, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets and data to MDJB and MDJB and its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required by law neither party shall discuss or release information to any third person (except the attorneys, accountants and representatives of the parties) with respect to such unconsummated Merger. Such obligation of confidentiality shall not extend to any information which is shown to have been previously known by MDJB, ▇▇▇▇▇▇▇ or Acquisition, as the case may be, or generally known to others engaged in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public by a third party.

Access to Properties and Records. (a) MDJB (which shall be deemed After the date hereof and prior to include Colorado Tech for purposes the Closing Date or the earlier termination of this Article VII unless the context clearly provides otherwiseAgreement, Seller shall (i) shall afford to the officersPurchaser and its accountants, employeescounsel, attorneysfinancial advisors, accountants agents and other authorized representatives of Acquisitioninvolved in the transactions contemplated by this Agreement and the Related Agreements (the "Purchaser Representatives"), free upon reasonable request, during normal business hours, full and full complete access to all of MDJB's assetsthe offices, propertiesAssets and Properties, Books and RecordsRecords and personnel of Seller, in each case to the extent relating exclusively to or used exclusively in connection with the Facility Operations, and employees (ii) use commercially reasonable efforts to assist and to accompany Purchaser in order to afford Acquisition as full an opportunity contacting representatives of reviewcustomers, examination suppliers and distributors of Seller (other than national account customers) for the purposes of facilitating Purchaser's investigation as Acquisition shall desire to make of the affairs Facility Operations and to plan for consummation of MDJBthe Closing; provided, and Acquisition however, (x) that such investigation shall be permitted conducted in such a manner so as to make extracts fromnot cause any unreasonable disruption of or to the personnel and operations of Seller, (y) such investigation would not result in a waiver of any attorney-client, work product or take copies ofsimilar privilege and (z) Purchaser shall not contact such customers, suppliers or distributors of Seller for such books, records (including the stock record and minute bookspurpose without Seller. Notwithstanding any term or other provision of this Section 5.01(a) or elsewhere in this Agreement, prior to the Closing, Purchaser will not have access to personnel records of Seller relating to individual performance or evaluation records, medical histories or other documentation information, the disclosure of which could, in the reasonable opinion of Seller, subject Seller to risk of liability. Subject to Section 5.08, no investigation pursuant to this Section 5.01 shall affect any representations or to obtain temporary possession of any thereof as may be reasonably necessary; and MDJB shall furnish warranties made in this Agreement or cause to be furnished to Acquisition such reasonable financial and operating data and other information about MDJB's business, properties and assets which any of Acquisition's the Related Agreements or the conditions to the obligations of the respective officers, employees, attorneys, accountants parties to consummate the transactions contemplated hereby or other authorized representatives may request provided that Acquisition and its agents shall give advance notice to MDJB of any intended visit to any Facility or meeting with MDJB's employees and shall not unreasonably interfere with the operations of MDJB's businessthereby. (b) Until In the Merger has been consummated (event that this Agreement is terminated in accordance with its terms, each Party shall promptly destroy or redeliver to the other all non-public written material provided pursuant to this Section 5.01 or otherwise and if the Merger is shall not consummatedretain any copies, at all times hereafter)extracts or other reproductions in whole or in part of such written material. In such event, MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose or use any information obtained in the course of their respective investigations. If the proposed Merger is not consummated, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets memoranda, notes and data other writings prepared by Purchaser based on the information in such material shall also be destroyed (and Purchaser shall use commercially reasonable efforts to MDJB and MDJB and its representatives will return all cause the Purchaser Representatives to similarly destroy their documents, worksheets memoranda, notes and data other writings). (c) Purchaser shall provide Seller with copies of all reports filed by Purchaser with the SEC after the date hereof and prior to ▇▇▇▇▇▇▇ and Acquisition and, except as required by law neither party shall discuss or release information to any third person (except the attorneys, accountants and representatives of the parties) with respect to such unconsummated Merger. Such obligation of confidentiality shall not extend to any information which is shown to have been previously known by MDJB, ▇▇▇▇▇▇▇ or Acquisition, as the case may be, or generally known to others engaged in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public by a third partyClosing Date.

Access to Properties and Records. (a) MDJB Each of the Selling Parties shall afford, and shall cause each of the Partnership Entities (which shall be deemed and to include Colorado Tech for purposes the extent reasonably necessary, Parent) to afford, to Buyer and Buyer's accountants, counsel and representatives (collectively "BUYER REPRESENTATIVES"), upon reasonable advance notice to the Selling Parties or their financial adviser, reasonable access during normal business hours throughout the period commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII unless hereof) to all personnel, properties, books, contracts, and records of each of the context clearly provides otherwise) shall afford to the officersPartnership Entities and their agents, employees, attorneysincluding legal representatives, accountants and other authorized representatives environmental and engineering consultants (provided that the Selling Parties or their designee(s) may, in the sole discretion of Acquisitionthe Selling Parties, free and full accompany the person(s) to whom such access is provided as contemplated herein) and, during such period, shall furnish promptly to Buyer all of MDJB's assetsinformation concerning the business, properties, Books liabilities and Recordspersonnel of any of the Partnership Entities as Buyer may request, provided that no investigation or receipt of information pursuant to this Section 4.2 shall affect any representation or warranty of the Selling Parties or Buyer's reliance thereon. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement (as defined in Section 9.16). Buyer shall have no right of access to, and employees the Selling Parties shall have no obligation to provide to Buyer, (1) bids received from other Persons in order connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to afford Acquisition as full an opportunity such bids or (2) any information the disclosure of review, examination and investigation as Acquisition shall desire which the Selling Parties have concluded may jeopardize any privilege available to make the Selling Parties or any of the affairs Partnership Entities relating to such information or would cause any of MDJBsuch entities to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by any of the Partnership Entities as of the Closing includes information that relates to the business operations or other strategic matters of the Parent or any of the Selling Parties or any of their Affiliates (other than the Partnership Entities) such information shall be held in confidence on the terms and subject to the conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. Buyer further agrees that if any of the Selling Parties or Partnership Entities inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon the Selling Parties' request, promptly return the same to the Selling Parties together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). Buyer shall indemnify, defend, and Acquisition shall be permitted to make extracts hold harmless the Selling Parties and their Affiliates from and against any "LOSSES" (as defined in Section 8.2) asserted against or suffered by the Seller Indemnified Parties (as defined in Section 8.2) relating to, resulting from, or take copies of, such books, records (including the stock record and minute books) or other documentation or to obtain temporary possession arising out of any thereof as may be reasonably necessary; and MDJB shall furnish personal injury to, or cause to be furnished to Acquisition property damage directly caused by, any Buyer Representative during any site visit, examination or investigation conducted in accordance with this Section 4.2(a), except where such reasonable financial and operating data and other information about MDJB's businesspersonal injury or property damage results from the gross negligence or willful misconduct of the Selling Parties, properties and assets which Parent, the Partnership Entities or any of Acquisition's respective officers, employees, attorneys, accountants employee or other authorized representatives may request provided that Acquisition and its agents shall give advance notice to MDJB of any intended visit to any Facility or meeting with MDJB's employees and shall not unreasonably interfere with the operations of MDJB's businessagent thereof. (b) Until Buyer agrees that it shall preserve and keep all books and records relating to the Merger has been consummated (business or operations of the Partnership Entities on or before the Closing Date in Buyer's possession for a period of at least six years from the Closing Date. Notwithstanding the foregoing, Buyer agrees that it shall preserve and if keep all books and records of the Merger is not consummated, at all times hereafter), MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose or use any information obtained in the course of their respective investigations. If the proposed Merger is not consummated, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets and data to MDJB and MDJB and its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required by law neither party shall discuss or release information Partnership Entities relating to any third person (except the attorneys, accountants and representatives of the parties) with respect to such unconsummated Merger. Such obligation of confidentiality shall not extend to any information which is shown to have been previously known by MDJB, ▇▇▇▇▇▇▇ audit or Acquisition, as the case may be, or generally known to others engaged in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public investigation instituted by a third party.Governmental Authority or any litigation (whether or not existing on the Closing Date) if it is reasonably likely that such investigation or litigation may relate to matters occurring prior to the Closing, without regard to the six-year period set forth in this Section 4.2(b). -28-

Access to Properties and Records. (a) MDJB (which Each party shall be deemed to include Colorado Tech for purposes of this Article VII unless the context clearly provides otherwise) shall afford give to the officers, employees, attorneys, accountants other and other its authorized representatives of Acquisitionfull access, free during reasonable business hours, in such a manner as not unduly to disrupt normal business activities, to any and full access to all of MDJB's assetsits premises, properties, Books and Recordscontracts, and employees in order to afford Acquisition as full an opportunity of review, examination and investigation as Acquisition shall desire to make of the affairs of MDJB, and Acquisition shall be permitted to make extracts from, or take copies of, such books, records (including the stock record and minute books) or other documentation or affairs, and will cause its senior officers to obtain temporary possession of furnish any thereof as may be reasonably necessary; and MDJB shall furnish or cause to be furnished to Acquisition such reasonable financial and operating all data and information pertaining to its business that the other information about MDJB's businessmay from time to time reasonably require. Unless and until the transactions contemplated by this Agreement have been consummated, properties and assets which any of Acquisition's respective officers, employees, attorneys, accountants or other authorized representatives may request provided that Acquisition each party and its agents representatives shall give advance notice to MDJB of any hold in confidence all information so obtained and will use such information solely for the purposes intended visit to any Facility or meeting with MDJB's employees and shall not unreasonably interfere with by this Agreement. If the operations of MDJB's business. (b) Until the Merger has been consummated (and if the Merger is transactions contemplated hereby are not consummated, at all times hereafter), MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose or use any information obtained in the course of their respective investigations. If the proposed Merger is not consummated, ▇▇▇▇▇▇▇ and Acquisition and its representatives each party will return all documents, worksheets documents (and data copies thereof) hereinabove referred to MDJB and MDJB and its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required by law neither party shall discuss or release information to any third person (except the attorneys, accountants and representatives of the parties) with respect to such unconsummated Mergerobtained therefrom. Such obligation of confidentiality shall not extend to any information which is shown to have been previously (i) known by MDJBto the party receiving it, ▇▇▇▇▇▇▇ or Acquisition, as the case may be, or (ii) generally known to others engaged in the same trade or business as MDJBof the disclosing party, ▇▇▇▇▇▇▇ (iii) part of public knowledge or Acquisition literature without breach of a duty of confidentiality, or made known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public by (iv) lawfully received from a third party. Without limiting the generality of the foregoing, it is understood and agreed that certain information disclosed by each party to the other, or their respective representatives, may constitute "material inside information" that has not previously been disclosed to the public generally. Each party acknowledges that it and its representatives are aware of the restrictions on the use of such information imposed by federal and state securities laws, agrees to comply and cause its representatives to comply with such restrictions, and agrees to indemnify and hold the other party and each of its directors, officers and employees free and harmless from any and all liability, cost or expense that any of them may incur or suffer by reason of any breach by the indemnifying party or any of its authorized representatives of any of such restrictions. From and after the date hereof and until the Closing or termination hereof, neither party, nor any of their respective officers, directors, principal shareholders or other representatives, shall purchase or sell, directly or indirectly, in the public marketplace or otherwise, any securities of the other party.

Access to Properties and Records. 6.2.1 The Seller will afford the executive officers, employees and authorized representatives (aincluding legal counsel, accountants and consultants) MDJB of the Buyer and ▇▇▇▇, reasonable access to Woodside’s properties, books and records including, but not limited to, all books of account (including the general ledger), tax records, organizational documents, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which such party and its designated representatives may have a reasonable interest and shall be deemed to include Colorado Tech for purposes of this Article VII unless the context clearly provides otherwise) shall afford to the officersmake their Managers, Members, employees, attorneysagents, representatives and accountants available to confer with the other parties and other authorized representatives of Acquisitiontheir designated representatives; provided, free and full access however, that such investigations shall be conducted with reasonable prior notice in a manner so as not to all of MDJB's assets, properties, Books and Records, and employees in order to afford Acquisition as full an opportunity of review, examination and investigation as Acquisition shall desire to make unreasonably interfere with the operations of the affairs affected party. The officers of MDJB, Seller and Acquisition shall be permitted to make extracts from, or take copies of, Woodside will furnish the Buyer and ▇▇▇▇ and their designated representatives with such books, records (including the stock record and minute books) or other documentation or to obtain temporary possession of any thereof as may be reasonably necessary; and MDJB shall furnish or cause to be furnished to Acquisition such reasonable additional financial and operating data and other information about MDJBas to Woodside’s business and properties as the other shall, from time to time, reasonably request. However, this disclosure shall not apply to any attorney work product and any attorney-client communications, whether subject to any right of privilege or not. 6.2.2 All information furnished by the parties previously in connection with transactions contemplated by this Agreement or pursuant hereto shall be used solely for the purpose of evaluating the transaction contemplated hereby and shall be treated as the sole property of the party delivering the information until consummation of the acquisition contemplated hereby and, if such acquisition shall not occur, each party and each party's business, properties and assets which any of Acquisition's respective officers, employees, attorneys, accountants advisors shall return to the other party all documents or other authorized representatives may request provided that Acquisition and materials containing, reflecting or referring to such information, will not retain any copies of such information, shall use its agents shall give advance notice best efforts to MDJB of any intended visit to any Facility or meeting with MDJB's employees keep confidential all such information, and shall not unreasonably interfere with the operations of MDJB's business. (b) Until the Merger has been consummated (and if the Merger is not consummated, at all times hereafter), MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose directly or indirectly use such information for any information obtained in the course of their respective investigationscompetitive or other commercial purposes. If the proposed Merger is transaction contemplated hereby does not consummatedoccur, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets notes and data to MDJB and MDJB and other writings prepared by a party hereto or its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required advisors based on information furnished by law neither the other party shall discuss or release be promptly destroyed. The obligation to keep such information to any third person (except confidential shall continue for two years from the attorneys, accountants and representatives of date the parties) with respect to such unconsummated Merger. Such obligation of confidentiality proposed acquisition is abandoned but shall not extend apply to (i) any information which is shown (A) the party receiving the information can establish by convincing evidence was already in its possession prior to have been previously known the disclosure thereof to it by MDJB, ▇▇▇▇▇▇▇ or Acquisition, as the case may be, or other party; (B) was then generally known to others engaged in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made public; (C) became known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public through no fault of the party receiving such information; or (D) was disclosed to the party receiving such information by a third party not bound by an obligation of confidentiality; (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction; or (iii) disclosures in any action to enforce or defend a party’s rights under this Agreement.

Access to Properties and Records. (a) MDJB To the extent permitted by applicable Law, from the date hereof until the earlier of the Closing Date and the termination of this Agreement, Seller Parties will provide to Purchaser and to its Representatives, upon reasonable prior notice, reasonable access during the normal business hours of Seller Bank to the properties, books, contracts, records and other data of Seller Parties relating to Seller Bank (which shall be deemed including System Conversion Data), for purposes related to include Colorado Tech the consummation of the Transactions, including for purposes of this Article VII unless assisting Purchaser with transition planning and preparation for the context clearly provides otherwise) shall afford to the officers, employees, attorneys, accountants and other authorized representatives of Acquisition, free and full access to all of MDJB's assets, properties, Books and Records, and employees in order to afford Acquisition as full an opportunity of review, examination and investigation as Acquisition shall desire to make of the affairs of MDJB, and Acquisition shall be permitted to make extracts from, or take copies of, such books, records (including the stock record and minute books) or other documentation or to obtain temporary possession of any thereof as may be reasonably necessarySystems Conversion; and MDJB shall furnish or cause to be furnished to Acquisition such reasonable financial and operating data and other information about MDJB's business, properties and assets which any of Acquisition's respective officers, employees, attorneys, accountants or other authorized representatives may request provided that Acquisition and its agents shall give advance notice to MDJB of any intended visit to any Facility or meeting with MDJB's employees and such access shall not unreasonably interfere with disrupt the personnel and operations of MDJB's businessthe Seller Parties, and the Seller Parties shall not be required to provide access to any materials which would reasonably be expected to constitute or cause a waiver of attorney-client or work product privileges or which the Seller Parties are prohibited by Law from disclosing, subject in each case to the parties working in good faith to provide Purchaser and its Representatives alternative access to such information in a manner that does not jeopardize such privilege or result in a violation of applicable Law; provided, further, that the parties shall use commercially reasonable efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable such access or furnishing of information to Purchaser to occur without contravening such privilege or applicable Law. (b) Until Following the Merger has been consummated Closing and until the final distribution made under the Plan of Dissolution, to the extent permitted by applicable Law, (i) Seller may retain a copy of, and if (ii) Purchaser will grant Seller and its Representatives reasonable access during Purchaser’s normal business hours to, all books, records and other data that will be transferred in connection with the Merger is not consummatedTransactions (including making such persons reasonably available to Seller or any of its Affiliates for depositions, at all times hereafterwitness preparation, trial preparation and fact-gathering), MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose or use any information obtained in the course of their respective investigations. If the proposed Merger is not consummated, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets and data to MDJB and MDJB and its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required by law neither party shall discuss or release information to any third person (except the attorneys, accountants and representatives of the parties) each case solely with respect to the periods prior to Closing, at reasonable times and upon reasonable prior notice and provided such unconsummated Merger. Such obligation of confidentiality access shall not extend unreasonably disrupt the personnel and operations of Purchaser and its Subsidiaries, in each case of clauses (i) and (ii), if retaining such copy or if such access is reasonably necessary for Seller in connection with (x) its tax, regulatory, litigation or other legitimate, non-competitive matters or (y) Seller’s orderly wind down and dissolution pursuant to the Plan of Dissolution; provided, that neither Purchaser nor any information which is shown of its Affiliates shall be required to have been previously known by MDJB, ▇▇▇▇▇▇▇ or Acquisition, as provide such access to the case may be, or generally known to others engaged extent that doing so would result in the same trade loss of any legal privilege or business as MDJBcontravene any Law or fiduciary or confidentiality obligations; provided, ▇▇▇▇▇▇▇ further, that the parties shall use commercially reasonable efforts to make other arrangements (including redacting information or Acquisition making substitute disclosure arrangements) that would enable such access or made known furnishing of information to MDJBPurchaser to occur without contravening such privilege or applicable Law. (c) Any such books, ▇▇▇▇▇▇▇ records and other data or Acquisition information to which Purchaser or Seller is provided access pursuant to this Section 5.2 will be subject to the public by a third partyconfidentiality obligations set forth in Section 5.7.

Access to Properties and Records. (a) MDJB Each of the Selling Parties shall afford, and shall cause each of the Partnership Entities (which shall be deemed and to include Colorado Tech for purposes the extent reasonably necessary, Parent) to afford, to Buyer and Buyer's accountants, counsel and representatives (collectively "BUYER REPRESENTATIVES"), upon reasonable advance notice to the Selling Parties or their financial adviser, reasonable access during normal business hours throughout the period commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII unless hereof) to all personnel, properties, books, contracts, and records of each of the context clearly provides otherwise) shall afford to the officersPartnership Entities and their agents, employees, attorneysincluding legal representatives, accountants and other authorized representatives environmental and engineering consultants (provided that the Selling Parties or their designee(s) may, in the sole discretion of Acquisitionthe Selling Parties, free and full accompany the person(s) to whom such access is provided as contemplated herein) and, during such period, shall furnish promptly to Buyer all of MDJB's assetsinformation concerning the business, properties, Books liabilities and Recordspersonnel of any of the Partnership Entities as Buyer may request, provided that no investigation or receipt of information pursuant to this Section 4.2 shall affect any representation or warranty of the Selling Parties or Buyer's reliance thereon. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement (as defined in Section 9.16). Buyer shall have no right of access to, and employees the Selling Parties shall have no obligation to provide to Buyer, (1) bids received from other Persons in order connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to afford Acquisition as full an opportunity such bids or (2) any information the disclosure of review, examination and investigation as Acquisition shall desire which the Selling Parties have concluded may jeopardize any privilege available to make the Selling Parties or any of the affairs Partnership Entities relating to such information or would cause any of MDJBsuch entities to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by any of the Partnership Entities as of the Closing includes information that relates to the business operations or other strategic matters of the Parent or any of the Selling Parties or any of their Affiliates (other than the Partnership Entities) such information shall be held in confidence on the terms and subject to the conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. Buyer further agrees that if any of the Selling Parties or Partnership Entities inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon the Selling Parties' request, promptly return the same to the Selling Parties together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). Buyer shall indemnify, defend, and Acquisition shall be permitted to make extracts hold harmless the Selling Parties and their Affiliates from and against any "LOSSES" (as defined in Section 8.2) asserted against or suffered by the Seller Indemnified Parties (as defined in Section 8.2) relating to, resulting from, or take copies of, such books, records (including the stock record and minute books) or other documentation or to obtain temporary possession arising out of any thereof as may be reasonably necessary; and MDJB shall furnish personal injury to, or cause to be furnished to Acquisition property damage directly caused by, any Buyer Representative during any site visit, examination or investigation conducted in accordance with this Section 4.2(a), except where such reasonable financial and operating data and other information about MDJB's businesspersonal injury or property damage results from the gross negligence or willful misconduct of the Selling Parties, properties and assets which Parent, the Partnership Entities or any of Acquisition's respective officers, employees, attorneys, accountants employee or other authorized representatives may request provided that Acquisition and its agents shall give advance notice to MDJB of any intended visit to any Facility or meeting with MDJB's employees and shall not unreasonably interfere with the operations of MDJB's businessagent thereof. (b) Until Buyer agrees that it shall preserve and keep all books and records relating to the Merger has been consummated (business or operations of the Partnership Entities on or before the Closing Date in Buyer's possession for a period of at least six years from the Closing Date. Notwithstanding the foregoing, Buyer agrees that it shall preserve and if keep all books and records of the Merger is not consummated, at all times hereafter), MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose or use any information obtained in the course of their respective investigations. If the proposed Merger is not consummated, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets and data to MDJB and MDJB and its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required by law neither party shall discuss or release information Partnership Entities relating to any third person (except the attorneys, accountants and representatives of the parties) with respect to such unconsummated Merger. Such obligation of confidentiality shall not extend to any information which is shown to have been previously known by MDJB, ▇▇▇▇▇▇▇ audit or Acquisition, as the case may be, or generally known to others engaged in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public investigation instituted by a third partyGovernmental Authority or any litigation (whether or not existing on the Closing Date) if it is reasonably likely that such investigation or litigation may relate to matters occurring prior to the Closing, without regard to the six-year period set forth in this Section 4.2(b).

Access to Properties and Records. (a) MDJB Upon reasonable notice, and subject to applicable Law (which including antitrust Laws and Gaming Laws), Parent shall be deemed afford, and shall cause Company to include Colorado Tech for purposes afford, Buyer’s Representatives reasonable access, during normal business hours during the period from the date hereof until the earlier of the termination of this Article VII unless Agreement pursuant to Section 8.1 or the context clearly provides otherwise) shall afford Closing, to the officers, employees, attorneys, accountants and other authorized representatives of Acquisition, free and full access to all of MDJB's assets, properties, Books and Records, Contracts and other material information to the extent related to the Conveyed Assets and, during such period, Parent and/or Company shall furnish promptly to Buyer all material information to the extent concerning the Conveyed Assets as Buyer may reasonably request (collectively, the “Inspection”); provided, however, that: (i) Buyer shall not initiate contact with employees in order or other Representatives of Parent or Company, or access the Vessel, Casino, Hotel Property or any other property of Company, without the prior written consent of Parent’s Vice President, Finance & Strategy; (ii) Buyer shall provide Parent’s Vice President, Finance & Strategy, with at least twenty-four (24) hours prior notice of any request to afford Acquisition as full an opportunity of review, examination and investigation as Acquisition shall desire to make conduct any Inspection of the affairs Hotel Property or any other property of MDJBCompany or to contact any employee of the Parent or Company; (iii) if Parent so requests, and Acquisition Buyer’s Representatives shall be permitted accompanied by a Representative of Parent or Company on any Inspection; (iv) Buyer’s Representatives shall not be entitled to make extracts from, or take copies of, such books, records (including the stock record and minute books) or other documentation or to obtain temporary possession perform any intrusive testing of any thereof as may be reasonably necessary; and MDJB shall furnish or cause to be furnished to Acquisition such reasonable financial and operating data and other information about MDJB's business, properties and assets which any of Acquisition's respective officers, employees, attorneys, accountants or other authorized representatives may request provided that Acquisition and its agents shall give advance notice to MDJB of any intended visit nature with respect to any Facility portion of the Hotel Property or meeting with MDJB's employees and any other property of Company without Parent’s prior written consent; (v) Buyer shall not unreasonably interfere with the operations operation and support of MDJB's businessthe business located at the Hotel Property or any other property of Company; (vi) Buyer shall, at its sole cost and expense, promptly repair any damage to the Hotel Property or any other property arising from or caused by such Inspection, and shall reimburse Parent and/or Company for any loss arising from or caused by any Inspection, and restore the Hotel Property or other property to substantially the same condition as existed prior to such Inspection, and shall indemnify, defend and hold harmless Parent and its Affiliates from and against any personal injury or property damage claims or other Losses incurred by any of them arising or resulting therefrom; (vii) neither Parent nor Company shall be required to provide access to any materials if the same could jeopardize an attorney-client privilege or other applicable privilege in favor of Parent or its Affiliates; and (viii) in no event shall the results of any such Inspection or Buyer’s satisfaction therewith be a condition to Buyer’s obligations hereunder, it being the intent of Buyer to purchase the Conveyed Assets on an “As Is, Where Is” basis as set forth in Section 10.1; provided, that, prior to Closing, neither Parent nor Company shall be required to make the Natchez Players List or any other competitive information (or any portion thereof) available to Buyer or its Representatives; provided, further, that Parent shall not be required to make available any information related to Parent’s operations, businesses and properties other than with respect to NewCo or the Conveyed Assets. (b) Until Buyer will hold and cause its Representatives to hold all such information furnished to it by or on behalf of Parent or Company in confidence (in addition to any other information that is disclosed from Buyer’s or Buyer’s Representative’s Inspection) upon the Merger has been consummated (same terms as the Confidentiality Agreements. This Section 6.4(b) and if the Merger is not consummatedConfidentiality Agreements shall survive the Closing and continue in full force and effect thereafter. Notwithstanding anything to the contrary, at all times hereafter), MDJB, ▇▇▇▇▇▇▇ Buyer and Acquisition will not disclose or use any information obtained Parent agree that in the course of their respective investigations. If the proposed Merger is not consummated, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets and data to MDJB and MDJB and its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required by law neither party shall discuss event any proprietary information or release information knowledge relating to any third person hotel, casino or other property of Parent or its Affiliates (except other than the attorneysConveyed Assets) is obtained, accountants and representatives of the parties) with respect to such unconsummated Merger. Such obligation of confidentiality shall not extend to any information which is shown to have been previously known by MDJB, ▇▇▇▇▇▇▇ revealed or Acquisition, as the case may be, or generally known to others engaged in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or otherwise made known to MDJBBuyer, ▇▇▇▇▇▇▇ Buyer shall not reveal, disclose, employ or Acquisition or otherwise use any such proprietary information and will hold such information in confidence in accordance with this Section 6.4(b) and the public by a third partyConfidentiality Agreements.

Access to Properties and Records. 5.2.1 The Seller will afford the executive officers, employees and authorized representatives (aincluding legal counsel, accountants and consultants) MDJB (which shall be deemed to include Colorado Tech for purposes of this Article VII unless the context clearly provides otherwise) shall afford Buyer and H▇▇▇ reasonable access to the officersCompany’s properties, books and records including, but not limited to, all books of account (including the general ledger), tax records, organizational documents, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which such party and its designated representatives may have a reasonable interest and shall make their Managers, Members, employees, attorneysagents, representatives and accountants available to confer with the other parties and other authorized representatives of Acquisitiontheir designated representatives; provided, free and full access however, that such investigations shall be conducted with reasonable prior notice in a manner so as not to all of MDJB's assets, properties, Books and Records, and employees in order to afford Acquisition as full an opportunity of review, examination and investigation as Acquisition shall desire to make unreasonably interfere with the operations of the affairs affected party. The officers of MDJB, the Company will furnish the Buyer and Acquisition shall be permitted to make extracts from, or take copies of, H▇▇▇ and their designated representatives with such books, records (including the stock record and minute books) or other documentation or to obtain temporary possession of any thereof as may be reasonably necessary; and MDJB shall furnish or cause to be furnished to Acquisition such reasonable additional financial and operating data and other information about MDJBas to their business and properties as the other shall, from time to time, reasonably request. However, this disclosure shall not apply to any attorney work product and any attorney-client communications, whether subject to any right of privilege or not. 5.2.2 All information furnished by the parties previously in connection with transactions contemplated by this Agreement or pursuant hereto shall be used solely for the purpose of evaluating the transaction contemplated hereby and shall be treated as the sole property of the party delivering the information until consummation of the acquisition contemplated hereby and, if such acquisition shall not occur, each party and each party's business, properties and assets which any of Acquisition's respective officers, employees, attorneys, accountants advisors shall return to the other party all documents or other authorized representatives may request provided that Acquisition and materials containing, reflecting or referring to such information, will not retain any copies of such information, shall use its agents shall give advance notice best efforts to MDJB of any intended visit to any Facility or meeting with MDJB's employees keep confidential all such information, and shall not unreasonably interfere with the operations of MDJB's business. (b) Until the Merger has been consummated (and if the Merger is not consummated, at all times hereafter), MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose directly or indirectly use such information for any information obtained in the course of their respective investigationscompetitive or other commercial purposes. If the proposed Merger is transaction contemplated hereby does not consummatedoccur, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets notes and data to MDJB and MDJB and other writings prepared by a party hereto or its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required advisors based on information furnished by law neither the other party shall discuss or release be promptly destroyed. The obligation to keep such information to any third person (except confidential shall continue for five years from the attorneys, accountants and representatives of date the parties) with respect to such unconsummated Merger. Such obligation of confidentiality proposed acquisition is abandoned but shall not extend apply to (i) any information which is shown (A) the party receiving the information can establish by convincing evidence was already in its possession prior to have been previously known the disclosure thereof to it by MDJB, ▇▇▇▇▇▇▇ or Acquisition, as the case may be, or other party; (B) was then generally known to others engaged in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made public; (C) became known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public through no fault of the party receiving such information; or (D) was disclosed to the party receiving such information by a third party not bound by an obligation of confidentiality; (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, or (iii) disclosures in any action to enforce or defend a party’s rights under this Agreement or any related document.

Access to Properties and Records. (a) MDJB (which shall be deemed to include Colorado Tech for purposes of this Article VII unless the context clearly provides otherwise) The Company shall afford to the officers, employees, attorneys, accountants and other authorized representatives of AcquisitionAppNet, free and full access to all of MDJBthe Company's assets, properties, Books books and Records, records and employees in order to afford Acquisition AppNet as full an opportunity of review, examination and investigation as Acquisition they shall desire to make of the affairs of MDJBthe Company, and Acquisition AppNet shall be permitted to make extracts from, or take copies of, such books, records (including the stock record and minute books) or other documentation or to obtain temporary possession of any thereof as may be reasonably necessary; and MDJB . The Company shall furnish or cause to be furnished to Acquisition AppNet such reasonable financial and operating data and other information about MDJBthe Company's businessBusiness, as it is presently being conducted, as it has been conducted in the past, properties and assets which any of Acquisitionthe officers, employees, attorneys, accountants or other authorized representatives of AppNet may reasonably request; provided that AppNet and its agents shall not unreasonably interfere with the operations of the Company's Business. No information or knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement. (b) AppNet shall afford to the officers, employees, attorneys, accountants and other authorized representatives of the Company, access to such of AppNet's assets, properties, books and records and employees in order to afford the Company as full an opportunity of review, examination and investigation as they shall reasonably request of the affairs of AppNet, and the Company shall be permitted to make extracts from, or take copies of, such books, records (including the stock record and minute books) or other documentation thereof as may be reasonably necessary. AppNet shall furnish or cause to be furnished to the Company such reasonable financial and operating data and other information about AppNet's Business, as it is presently being conducted, as it has been conducted in the past, properties and assets which any of the respective officers, employees, attorneys, accountants or other authorized representatives of the Company may request reasonably request; provided that Acquisition the Company and its agents shall give advance notice to MDJB of any intended visit to any Facility or meeting with MDJB's employees and shall not unreasonably interfere with the operations of MDJBAppNet's business. (b) Until the Merger has been consummated (and if the Merger is not consummated, at all times hereafter), MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose Business. No information or use any information knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty contained herein or the course of their respective investigations. If conditions to the proposed Merger is not consummated, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets and data to MDJB and MDJB and its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required by law neither party shall discuss or release information to any third person (except the attorneys, accountants and representatives obligations of the parties) with respect parties to such unconsummated Merger. Such obligation of confidentiality shall not extend to any information which is shown to have been previously known consummate the transactions contemplated by MDJB, ▇▇▇▇▇▇▇ or Acquisition, as the case may be, or generally known to others engaged in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public by a third partythis Agreement.

Access to Properties and Records. (a) MDJB (which shall be deemed to include Colorado Tech for purposes of this Article VII unless the context clearly provides otherwise) Century shall afford to the officers, employees, attorneys, accountants and other authorized representatives of AcquisitionAppNet and Sub, free and full access to all of MDJBCentury's assets, properties, Books books and Records, records and employees in order to afford Acquisition AppNet and Sub as full an opportunity of review, examination and investigation as Acquisition they shall desire to make of the affairs of MDJBCentury, and Acquisition AppNet and Sub shall be permitted to make extracts from, or take copies of, such books, records (including the stock record and minute books) or other documentation or to obtain temporary possession of any thereof as may be reasonably necessary; and MDJB . Century shall furnish or cause to be furnished to Acquisition AppNet and Sub such reasonable financial and operating data and other information about MDJBCentury's businessBusiness, properties and assets which any of Acquisition's the respective officers, employees, attorneys, accountants or other authorized representatives of AppNet and Sub may request request; provided that Acquisition AppNet and its Sub and their agents shall give advance notice to MDJB of any intended visit to any Facility or meeting with MDJB's employees and shall not unreasonably interfere with the operations of MDJBCentury's businessBusiness. No information or knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement. (b) Until AppNet and Sub shall afford to the Merger has been consummated (and if the Merger is not consummatedofficers, at all times hereafter)employees, MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose or use any information obtained in the course of their respective investigations. If the proposed Merger is not consummated, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets and data to MDJB and MDJB and its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required by law neither party shall discuss or release information to any third person (except the attorneys, accountants and other authorized representatives of Century, free and full access to all of AppNet's and Sub's assets, properties, books and records and employees in order to afford Century as full an opportunity of review, examination and investigation as they shall desire to make of the partiesaffairs of AppNet and Sub, and Century shall be permitted to make extracts from, or take copies of, such books, records (including the stock record and minute books) with respect or other documentation thereof as may be reasonably necessary. AppNet and Sub shall furnish or cause to be furnished to Century such unconsummated Merger. Such obligation reasonable financial and operating data and other information about AppNet's and Sub's Business, properties and assets which any of confidentiality the respective officers, employees, attorneys, accountants or other authorized representatives of Century may request; provided that Century and its agents shall not extend unreasonably interfere with the operations of AppNet's and Sub's Business. No information or knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any information which is shown to have been previously known by MDJB, ▇▇▇▇▇▇▇ representation or Acquisition, as the case may be, or generally known to others engaged in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made known to MDJB, ▇▇▇▇▇▇▇ or Acquisition warranty contained herein or the public conditions to the obligations of the parties to consummate the transactions contemplated by a third partythis Agreement.

Access to Properties and Records. (a) MDJB Each of the Selling Parties shall afford, and shall cause each of the Partnership Entities (which shall be deemed and to include Colorado Tech for purposes the extent reasonably necessary, Parent) to afford, to Buyer and Buyer’s accountants, counsel and representatives (collectively “Buyer Representatives”), upon reasonable advance notice to the Selling Parties or their financial adviser, reasonable access during normal business hours throughout the period commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII unless hereof) to all personnel, properties, books, contracts, and records of each of the context clearly provides otherwise) shall afford to the officersPartnership Entities and their agents, employees, attorneysincluding legal representatives, accountants and other authorized representatives environmental and engineering consultants (provided that the Selling Parties or their designee(s) may, in the sole discretion of Acquisitionthe Selling Parties, free and full accompany the person(s) to whom such access is provided as contemplated herein) and, during such period, shall furnish promptly to Buyer all of MDJB's assetsinformation concerning the business, properties, Books liabilities and Recordspersonnel of any of the Partnership Entities as Buyer may request, provided that no investigation or receipt of information pursuant to this Section 4.2 shall affect any representation or warranty of the Selling Parties or Buyer’s reliance thereon. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement (as defined in Section 9.16). Buyer shall have no right of access to, and employees the Selling Parties shall have no obligation to provide to Buyer, (1) bids received from other Persons in order connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to afford Acquisition as full an opportunity such bids or (2) any information the disclosure of review, examination and investigation as Acquisition shall desire which the Selling Parties have concluded may jeopardize any privilege available to make the Selling Parties or any of the affairs Partnership Entities relating to such information or would cause any of MDJBsuch entities to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by any of the Partnership Entities as of the Closing includes information that relates to the business operations or other strategic matters of the Parent or any of the Selling Parties or any of their Affiliates (other than the Partnership Entities) such information shall be held in confidence on the terms and subject to the conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. Buyer further agrees that if any of the Selling Parties or Partnership Entities inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon the Selling Parties’ request, promptly return the same to the Selling Parties together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). Buyer shall indemnify, defend, and Acquisition shall be permitted to make extracts hold harmless the Selling Parties and their Affiliates from and against any “Losses” (as defined in Section 8.2) asserted against or suffered by the Seller Indemnified Parties (as defined in Section 8.2) relating to, resulting from, or take copies of, such books, records (including the stock record and minute books) or other documentation or to obtain temporary possession arising out of any thereof as may be reasonably necessary; and MDJB shall furnish personal injury to, or cause to be furnished to Acquisition property damage directly caused by, any Buyer Representative during any site visit, examination or investigation conducted in accordance with this Section 4.2(a), except where such reasonable financial and operating data and other information about MDJB's businesspersonal injury or property damage results from the gross negligence or willful misconduct of the Selling Parties, properties and assets which Parent, the Partnership Entities or any of Acquisition's respective officers, employees, attorneys, accountants employee or other authorized representatives may request provided that Acquisition and its agents shall give advance notice to MDJB of any intended visit to any Facility or meeting with MDJB's employees and shall not unreasonably interfere with the operations of MDJB's businessagent thereof. (b) Until Buyer agrees that it shall preserve and keep all books and records relating to the Merger has been consummated (business or operations of the Partnership Entities on or before the Closing Date in Buyer’s possession for a period of at least six years from the Closing Date. Notwithstanding the foregoing, Buyer agrees that it shall preserve and if keep all books and records of the Merger is not consummated, at all times hereafter), MDJB, ▇▇▇▇▇▇▇ and Acquisition will not disclose or use any information obtained in the course of their respective investigations. If the proposed Merger is not consummated, ▇▇▇▇▇▇▇ and Acquisition and its representatives will return all documents, worksheets and data to MDJB and MDJB and its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required by law neither party shall discuss or release information Partnership Entities relating to any third person (except the attorneys, accountants and representatives of the parties) with respect to such unconsummated Merger. Such obligation of confidentiality shall not extend to any information which is shown to have been previously known by MDJB, ▇▇▇▇▇▇▇ audit or Acquisition, as the case may be, or generally known to others engaged in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public investigation instituted by a third partyGovernmental Authority or any litigation (whether or not existing on the Closing Date) if it is reasonably likely that such investigation or litigation may relate to matters occurring prior to the Closing, without regard to the six-year period set forth in this Section 4.2(b).