Common use of DELIVERY OF SCHEDULES; AMENDMENT OF SCHEDULES Clause in Contracts

DELIVERY OF SCHEDULES; AMENDMENT OF SCHEDULES. The Schedules required by this Agreement from the respective parties hereto shall be delivered at the execution of this Agreement. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until the Effective Time to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless MARINEMAX and NEWCO consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by MARINEMAX or NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless Company and the Stockholders consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. If MARINEMAX and NEWCO and consent to such amendment or supplement, which consent shall have been deemed given by MARINEMAX and NEWCO if no response is received within twenty-four (24) hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but COMPANY do not give their consent, COMPANY and STOCKHOLDERS shall, without further act or action, be deemed to have given their consent and may not thereafter terminate this Agreement. In the event that COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and MARINEMAX and NEWCO do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that MARINEMAX or NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 COMPANY and STOCKHOLDERS do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than twenty-four (24) hours prior to the Effective Time.

DELIVERY OF SCHEDULES; AMENDMENT OF SCHEDULES. The Schedules required by this Agreement from the respective parties hereto shall be delivered at the execution of this Agreement. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until the Effective Time to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless MARINEMAX and NEWCO a majority of the Founding Companies other than COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by MARINEMAX or NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless Company and a majority of the Stockholders Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, MARINEMAX shall give COMPANY notice thereof. If MARINEMAX and NEWCO and a majority of the Founding Companies consent to such amendment or supplement, which consent shall have been deemed given by MARINEMAX and NEWCO or any Founding Company if no response is received within twenty-four (24) hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but COMPANY do not give their consent, COMPANY and STOCKHOLDERS shall, without further act or action, be deemed to have given their consent and may not thereafter terminate this Agreement. In the event that COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and MARINEMAX and NEWCO do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that MARINEMAX or NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 COMPANY and STOCKHOLDERS do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than twenty-four (24) hours prior to the Effective Time.within

DELIVERY OF SCHEDULES; AMENDMENT OF SCHEDULES. The Schedules required by this Agreement from the respective parties hereto shall be delivered at the execution of this Agreement. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until the Effective Time to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by COMPANY or the STOCKHOLDERS STOCKHOLDER that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless MARINEMAX and NEWCO a majority of the Founding Companies other than COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by MARINEMAX or NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless Company and a majority of the Stockholders Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. If MARINEMAX and NEWCO and consent to such amendment or supplement, which consent shall have been deemed given by MARINEMAX and NEWCO if no response is received within twenty-four (24) hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but COMPANY do not give their consent, COMPANY and STOCKHOLDERS shall, without further act or action, be deemed to have given their consent and may not thereafter terminate this Agreement. In the event that COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and MARINEMAX and NEWCO do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that MARINEMAX or NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 COMPANY and STOCKHOLDERS do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than twenty-four (24) hours prior to the Effective Time.this

DELIVERY OF SCHEDULES; AMENDMENT OF SCHEDULES. The Schedules required by this Agreement from the respective parties hereto shall be delivered at the execution of this Agreement. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until the Effective Time to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless MARINEMAX and NEWCO consent consents to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by MARINEMAX or NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless Company and the Stockholders consent COMPANY consents to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall 28 34 be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. If MARINEMAX and NEWCO and consent to such amendment or supplement, which consent shall have been deemed given by MARINEMAX and NEWCO if no response is received within twenty-four (24) hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but COMPANY do not give their consent, COMPANY and STOCKHOLDERS shall, without further act or action, be deemed to have given their consent and may not thereafter terminate this Agreement. In the event that COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and MARINEMAX and NEWCO do does not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that MARINEMAX or NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and the COMPANY and STOCKHOLDERS do does not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than twenty-four (24) hours prior to the Effective Time.

DELIVERY OF SCHEDULES; AMENDMENT OF SCHEDULES. The Schedules required by this Agreement from the respective parties hereto shall be delivered at the execution of this Agreement. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until the Effective Time to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless MARINEMAX and NEWCO a majority of the Founding Companies other than COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by MARINEMAX or NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless Company and a majority of the Stockholders Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, MARINEMAX shall give COMPANY notice thereof. If MARINEMAX and NEWCO and a majority of the Founding Companies consent to such amendment or supplement, which consent shall have been deemed given by MARINEMAX and NEWCO or any Founding Company if no response is received within twenty-four (24) hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but COMPANY do does not give their its consent, COMPANY and STOCKHOLDERS shall, without further act or action, be deemed to have given their its consent and may not thereafter terminate this Agreement. In the event that COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and MARINEMAX and NEWCO a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that MARINEMAX or NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 COMPANY and STOCKHOLDERS a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than twenty-four (24) hours prior to the Effective Time.