Common use of MARINEMAX AND NEWCO Clause in Contracts

MARINEMAX AND NEWCO. MARINEMAX and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information of COMPANY, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of COMPANY's business. MARINEMAX and NEWCO agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of COMPANY, (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, (c) to the Other Founding Companies and their representatives pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of MARINEMAX or NEWCO, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), MARINEMAX and NEWCO shall, if possible, give prior written notice thereof to COMPANY and the STOCKHOLDERS and provide COMPANY and the STOCKHOLDERS with the opportunity to contest such disclosure, or 38 44 (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, and (d) to the public to the extent necessary or advisable in connection with applicable securities laws. In the event of a breach or threatened breach by MARINEMAX or NEWCO of the provisions of this Section, COMPANY and the STOCKHOLDERS shall be entitled to an injunction restraining MARINEMAX and NEWCO from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting COMPANY and the STOCKHOLDERS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

MARINEMAX AND NEWCO. MARINEMAX and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information of COMPANY, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of COMPANY's business. MARINEMAX and NEWCO agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of COMPANY, COMPANY (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, (c) to the Other Founding Companies and their representatives pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of MARINEMAX or NEWCO, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), MARINEMAX and NEWCO shall, if possible, give prior written notice thereof to COMPANY and the STOCKHOLDERS and provide COMPANY and the STOCKHOLDERS with the opportunity to contest such disclosure, or 38 44 (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, and (d) to the public to the extent necessary or advisable in connection with applicable securities laws. In the event of a breach or threatened breach by MARINEMAX or NEWCO of the provisions of this Section, COMPANY and the STOCKHOLDERS shall be entitled to an injunction restraining MARINEMAX and NEWCO from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting COMPANY and the STOCKHOLDERS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

MARINEMAX AND NEWCO. MARINEMAX and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information of COMPANY, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of COMPANY's business. MARINEMAX and NEWCO agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of COMPANY, and (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, (c) to the Other Founding Companies and their representatives pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of MARINEMAX or NEWCO, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), MARINEMAX and NEWCO shall, if possible, give prior written notice thereof to COMPANY and the STOCKHOLDERS and provide COMPANY and the STOCKHOLDERS with the opportunity to contest such disclosure, or 38 44 (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, and (d) to the public to the extent necessary or advisable in connection with applicable securities laws. In the event of a breach or threatened breach by MARINEMAX or NEWCO of the provisions of this Section, COMPANY and the STOCKHOLDERS shall be entitled to an injunction restraining MARINEMAX and NEWCO from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting COMPANY and the STOCKHOLDERS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

MARINEMAX AND NEWCO. MARINEMAX and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information of 38 44 COMPANY, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of COMPANY's business. MARINEMAX and NEWCO agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of COMPANY, (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, (c) to the Other Founding Companies and their representatives pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of MARINEMAX or NEWCO, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), MARINEMAX and NEWCO shall, if possible, give prior written notice thereof to COMPANY and the STOCKHOLDERS and provide COMPANY and the STOCKHOLDERS with the opportunity to contest such disclosure, or 38 44 (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, and (d) to the public to the extent necessary or advisable in connection with applicable securities laws. In the event of a breach or threatened breach by MARINEMAX or NEWCO of the provisions of this Section, COMPANY and the STOCKHOLDERS shall be entitled to an injunction restraining MARINEMAX and NEWCO from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting COMPANY and the STOCKHOLDERS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

MARINEMAX AND NEWCO. MARINEMAX and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information of COMPANY, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of COMPANY's business. MARINEMAX and NEWCO agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of COMPANY, (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, (c) to the Other Founding Companies and their representatives pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of MARINEMAX or NEWCO, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), MARINEMAX and NEWCO shall, if possible, give prior written notice thereof to COMPANY and the STOCKHOLDERS STOCKHOLDER and provide COMPANY and the STOCKHOLDERS STOCKHOLDER with the opportunity to contest such disclosure, or 38 44 (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, and (d) to the public to the extent necessary or advisable in connection with applicable securities laws. In the event of a breach or threatened breach by MARINEMAX or NEWCO of the provisions of this Section, COMPANY and the STOCKHOLDERS STOCKHOLDER shall be entitled to an injunction restraining MARINEMAX and NEWCO from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting COMPANY and the STOCKHOLDERS STOCKHOLDER from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

MARINEMAX AND NEWCO. MARINEMAX and NEWCO recognize and acknowledge that they had in the past and currently have access to certain confidential information of COMPANY, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of COMPANY's business. MARINEMAX and NEWCO agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of COMPANY, (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, (c) to the Other Founding Companies and their representatives pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of MARINEMAX or NEWCO, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), MARINEMAX and NEWCO shall, if possible, give prior written notice thereof to COMPANY and the STOCKHOLDERS and provide COMPANY and the STOCKHOLDERS with the opportunity to contest such disclosure, or 38 44 (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, and (d) to the public to the extent necessary or advisable in connection with applicable securities laws. In the event of a breach or threatened breach by MARINEMAX or NEWCO of the provisions of this Section, COMPANY and the STOCKHOLDERS shall be entitled to an injunction restraining MARINEMAX and NEWCO from disclosing, in whole or 39 45 in part, such confidential information. Nothing herein shall be construed as prohibiting COMPANY and the STOCKHOLDERS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.