Common use of COVENANTS PRIOR TO CLOSING Clause in Contracts

COVENANTS PRIOR TO CLOSING. 7.1 ACCESS AND COOPERATION; DUE DILIGENCE; TRANSFER OF REAL ESTATE. (a) Between the date of this Agreement and the Closing Date, the Company will afford to the officers and authorized representatives of AmPaM reasonable access during normal business hours to all of the Company's sites, properties, books and records and will furnish AmPaM with such additional financial and operating data and other information as to the business and properties of the Company as AmPaM may from time to time reasonably request. The Company will cooperate with AmPaM, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. AmPaM, the Stockholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Company as confidential in accordance with the provisions of Section 14 hereof. (b) Between the date of this Agreement and the Closing Date, AmPaM will afford to the officers and authorized representatives of the Company access to all of AmPaM's sites, properties, books and records and will furnish the Company with such additional financial and operating data and other information as to the business and properties of AmPaM and the Other Founding Companies as the Company may from time to time reasonably request. AmPaM will cooperate with the Company, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The Company will cause all information obtained pursuant to this Section 7.1(b) or obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof. (c) Except as set forth on Schedule 7.1, any real property owned by the Company will be sold or distributed by the Company on terms mutually acceptable to AmPaM and the Company and leased back by the Company on terms no less favorable to the Company than those available from an unaffiliated party and otherwise reasonably acceptable to AmPaM at or prior to the Closing Date.

COVENANTS PRIOR TO CLOSING. 7.1 ACCESS AND COOPERATION; DUE DILIGENCE; TRANSFER OF REAL ESTATE. (ai) Between the date of this Agreement and the Closing Date, the Company COMPANY will afford to the officers and authorized representatives of AmPaM reasonable MARINEMAX access during normal business hours to all of the CompanyCOMPANY's and any Acquired Party's sites, properties, books and records and will furnish AmPaM MARINEMAX with such additional financial and operating data and other information as to the business and properties of the Company COMPANY and any Acquired Party as AmPaM MARINEMAX may from time to time reasonably request. The Company COMPANY will cooperate with AmPaMMARINEMAX, its and their representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. MARINEMAX, NEWCO, the STOCKHOLDERS and COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted in connection therewith as confidential in accordance with the provisions of Section 14 hereof. (ii) Between the date of this Agreement and the Closing Date, MARINEMAX will afford to the officers and authorized representatives of COMPANY access to all of MARINEMAX's and NEWCO's sites, properties, books and records and will furnish COMPANY with such additional financial and operating data and other information as to the business and properties of MARINEMAX and NEWCO as COMPANY may from time to time reasonably request. MARINEMAX and NEWCO will cooperate with COMPANY, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. AmPaM, the Stockholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Company as confidential in accordance with the provisions of Section 14 hereof. (b) Between the date of this Agreement and the Closing Date, AmPaM will afford to the officers and authorized representatives of the Company access to all of AmPaM's sites, properties, books and records and will furnish the Company with such additional financial and operating data and other information as to the business and properties of AmPaM and the Other Founding Companies as the Company may from time to time reasonably request. AmPaM will cooperate with the Company, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The Company COMPANY will cause all information obtained pursuant to this Section 7.1(b) or obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof. (c) Except as set forth on Schedule 7.1, any real property owned by the Company will be sold or distributed by the Company on terms mutually acceptable to AmPaM and the Company and leased back by the Company on terms no less favorable to the Company than those available from an unaffiliated party and otherwise reasonably acceptable to AmPaM at or prior to the Closing Date.

COVENANTS PRIOR TO CLOSING. 7.1 ACCESS AND COOPERATION; DUE DILIGENCE; TRANSFER OF REAL ESTATE6.1 Covenants of C&K, the Sellers and the Company. (a) Between C&K, the date Sellers and the Company each hereby covenant that, except as otherwise previously consented to in writing by Purchaser, from and after the Effective Date until the Closing or the earlier termination of this Agreement Agreement, each of C&K and the Closing DateSellers will cause the Company and the Gxxxxxxxx Business Entities to, carry on their respective Businesses in all material respects in the ordinary course thereof in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Laws and Environmental Laws and, to the extent consistent therewith, use all reasonable commercial efforts to preserve intact their current Business organizations, use all reasonable efforts to keep available the services of their current officers and other key employees and preserve their relationships with those Persons having business dealings with them to the end that their goodwill and ongoing businesses will be materially unimpaired at the Closing. Without limiting the generality or effect of the foregoing: (b) Except with the prior written consent of Purchaser, which consent will not be unreasonably withheld, conditioned or delayed: (i) No material contract, lease, license, obligation, indebtedness, commitment, purchase or sale will be entered into, assumed or made by the Gxxxxxxxx Business Entities or the Company, except in the ordinary course of their Business; (ii) Neither the Gxxxxxxxx Business Entities nor the Company will enter into or assume any mortgage, pledge, conditional sale or other title retention agreement, or permit any Lien to be placed upon any of the assets of their Business, whether now owned or hereafter acquired (other than Liens arising by operation of Law or Environmental Law in the ordinary course of business); and (iii) No Lease or material Contract will be terminated or amended, nor will any consent or approval that is requested from Seller, the Company will afford to the officers and authorized representatives of AmPaM reasonable access during normal business hours to all or any of the Company's sitesGxxxxxxxx Business Entities thereunder be given, propertiesexcept in the ordinary course of their Business, books and records and will furnish AmPaM with such additional financial and operating data and other information as to except for the business and properties possible termination of the Company as AmPaM may from time to time reasonably request. The Company will cooperate with AmPaM, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. AmPaM, the Stockholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Company as confidential in accordance with the provisions of Section 14 hereof. (b) Between the date of this Agreement and the Closing Date, AmPaM will afford to the officers and authorized representatives lease of the Company access to all of AmPaM's sitesEden Prairie, properties, books and records and will furnish the Company with such additional financial and operating data and other information as to the business and properties of AmPaM and the Other Founding Companies as the Company may from time to time reasonably request. AmPaM will cooperate with the Company, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The Company will cause all information obtained pursuant to this Section 7.1(b) or obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereofMinnesota facility. (c) Except as set forth on Schedule 7.1, any real property owned by the Company will be sold or distributed by the Company on terms mutually acceptable to AmPaM and the Company and leased back by the Company on terms no less favorable to the Company than those available from an unaffiliated party and otherwise reasonably acceptable to AmPaM at or prior to the Closing Date.

COVENANTS PRIOR TO CLOSING. 7.1 ACCESS AND COOPERATION; DUE DILIGENCE; TRANSFER OF REAL ESTATE. (a) Between the date of this Agreement and the Closing Date, the Company will afford to the officers and authorized representatives of AmPaM reasonable access during normal business hours to all of the Company's sites, properties, books and records and will furnish AmPaM with such additional financial and operating data and other information as to the business and properties of the Company as AmPaM may from time to time reasonably request. The Company will cooperate with AmPaM, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. AmPaM, the Stockholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Company as confidential in accordance with the provisions of Section 14 hereof. (b) Between the date of this Agreement and the Closing Date, AmPaM will afford to the officers and authorized representatives of the Company access to all of AmPaM's sites, properties, books and records and will furnish the Company with such additional financial and operating data and other information as to the business and properties of AmPaM and the Other Founding Companies as the Company may from time to time reasonably request. AmPaM will cooperate with the Company, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The Company will cause all information obtained pursuant to this Section 7.1(b) or obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof. (c) Except as set forth on Schedule 7.1, any real property owned by the Company will be sold or distributed by the Company on terms mutually acceptable to AmPaM and the Company 38 and leased back by the Company on terms no less favorable to the Company than those available from an unaffiliated party and otherwise reasonably acceptable to AmPaM at or prior to the Closing Date.

COVENANTS PRIOR TO CLOSING. 7.1 ACCESS AND COOPERATION; DUE DILIGENCE; TRANSFER OF REAL ESTATE. (a) Between the date of this Agreement and the Closing Consummation Date, the Company will afford to the officers and authorized representatives of AmPaM INCOM reasonable access during normal business hours to all of the Company's sites, properties, books and records and will furnish AmPaM INCOM with such additional financial and operating data and other information as to the business and properties of the Company as AmPaM INCOM may from time to time reasonably request. The Company will cooperate with AmPaMINCOM, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. AmPaMINCOM, the Stockholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Company as confidential in accordance with the provisions of Section 14 hereof. (b) Between the date of this Agreement and the Closing Consummation Date, AmPaM INCOM will afford to the officers and authorized representatives of the Company access to all of AmPaMINCOM's sites, properties, books and records and will furnish the Company with such additional financial and operating data and other information as to the business and properties of AmPaM and the Other Founding Companies INCOM as the Company may from time to time reasonably request. AmPaM INCOM will deliver to the Company copies of the Registration Statement and all amendments and supplements thereto (including all exhibits thereto) promptly after such documents are transmitted to the SEC. INCOM will cooperate with the Company, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The Company will cause all information obtained pursuant to this Section 7.1(b) or obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof. (c) Except as set forth on Schedule 7.1, any real property owned by the Company will be sold or distributed by the Company on terms mutually acceptable to AmPaM and the Company and leased back by the Company on terms no less favorable to the Company than those available from an unaffiliated party and otherwise reasonably acceptable to AmPaM at or prior to the Closing Date.this

COVENANTS PRIOR TO CLOSING. 7.1 ACCESS AND COOPERATION; DUE DILIGENCE; TRANSFER OF REAL ESTATE. (a) Between the date of this Agreement and the Closing Funding and Consummation Date, the Company each COMPANY will afford to the officers and authorized representatives of AmPaM reasonable CSI and the Other Founding Companies access during normal business hours to all of the Companysuch COMPANY's sites, properties, books and records and will furnish AmPaM CSI with such additional financial and operating data and other information as to the business and properties of such COMPANY as CSI or the Company as AmPaM Other Founding Companies may from time to time reasonably request. The Company Each COMPANY will cooperate with AmPaMCSI and the Other Founding Companies, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. AmPaMCSI, NEWCO, the Stockholders STOCKHOLDER and the Company each COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Company Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, CSI will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company. (b) Between the date of this Agreement and the Closing Funding and Consummation Date, AmPaM CSI will afford to the officers and authorized representatives of the Company each COMPANY access to all of AmPaMCSI's and NEWCO's sites, properties, books and records and will furnish the Company each COMPANY with such additional financial and operating data and other information as to the business and properties of AmPaM CSI and the Other Founding Companies NEWCO as the Company such COMPANY may from time to time reasonably request. AmPaM CSI and NEWCO will cooperate with the Companyeach COMPANY, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The Company Each COMPANY will cause all information obtained pursuant to this Section 7.1(b) or obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof. (c) Except as set forth on Schedule 7.1, any real property owned by the Company will be sold or distributed by the Company on terms mutually acceptable to AmPaM and the Company and leased back by the Company on terms no less favorable to the Company than those available from an unaffiliated party and otherwise reasonably acceptable to AmPaM at or prior to the Closing Date.

COVENANTS PRIOR TO CLOSING. 7.1 ACCESS AND COOPERATION; DUE DILIGENCE; TRANSFER OF REAL ESTATE. (a) Between the date of this Agreement and the Closing Date, the Company will afford to the officers and authorized representatives of AmPaM reasonable access during normal business hours to all of the Company's sites, properties, books and records and will furnish AmPaM with such additional financial and operating data and other information as to the business and properties of the Company as AmPaM may from time to time reasonably request. The Company will cooperate with AmPaM, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. AmPaM, the Stockholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Company as confidential in accordance with the provisions of Section 14 hereof. (b) Between the date of this Agreement and the Closing Date, AmPaM will afford to the officers and authorized representatives of the Company access to all of AmPaM's sites, properties, books and records and will furnish the Company with such additional financial and operating data and other information as to the business and properties of AmPaM and the Other Founding Companies as the Company may from time to time reasonably request. AmPaM will cooperate with the Company, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The Company will cause all information obtained pursuant to this Section 7.1(b) or obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof. (c) Except as set forth on Schedule 7.1, any real property owned by the Company will be sold or distributed by the Company on terms mutually acceptable to AmPaM and the Company 38 and leased back by the Company on terms no less favorable to the Company than those available from an unaffiliated party and otherwise reasonably acceptable to AmPaM at or prior to the Closing Date. (d) Between the date of this Agreement and the Consummation Date, AmPaM will use reasonable efforts to hold meetings in Houston, Texas, or such other place or places as AmPaM shall reasonably determine, to which all of the Founding Companies will be invited to attend, not less frequently than every 45 days at which the business and affairs of AmPaM and the Founding Companies may be discussed.

COVENANTS PRIOR TO CLOSING. 7.1 ACCESS AND COOPERATION; DUE DILIGENCE; TRANSFER OF REAL ESTATE. (a) Between the date of this Agreement and the Closing Date, the Company will afford to the officers and authorized representatives of AmPaM reasonable access during normal business hours to all of the Company's sites, properties, books and records and will furnish AmPaM with such additional financial and operating data and other information as to the business and properties of the Company as AmPaM may from time to time reasonably request. The Company will cooperate with AmPaM, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. AmPaM, the Stockholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Company as confidential in accordance with the provisions of Section 14 hereof. (b) Between the date of this Agreement and the Closing Date, AmPaM will afford to the officers and authorized representatives of the Company access to all of AmPaM's sites, properties, books and records and will furnish the Company with such additional financial and operating data and other information as to the business and properties of AmPaM and the Other Founding Companies as the Company may from time to time reasonably request. AmPaM will cooperate with the Company, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The Company will cause all information obtained pursuant to this Section 7.1(b) or obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof. (c) Except as set forth on Schedule 7.1, any real property owned by the Company will be sold or distributed by the Company on terms mutually acceptable to AmPaM and the Company and leased back by the Company on terms no less favorable to the Company than those available from an unaffiliated party and otherwise reasonably acceptable to AmPaM at or prior to the Closing Date. (d) The Stockholder shall cause the guarantees referred to in Schedule 5.10 to be fully and unconditionally released by the beneficiaries thereof within 60 days following the Closing Date.