Common use of ACCESS AND COOPERATION; DUE DILIGENCE Clause in Contracts

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of VPI and the Other Founding Companies (including the Underwriters and their counsel) access to all of the COMPANY's sites, properties, books and records and will furnish VPI with such additional financial and operating data and other information as to the business and properties of the COMPANY as VPI or the Other Founding Companies may from time to time reasonably request. The COMPANY will reasonably cooperate with VPI and the Other Founding Companies and their respective representatives, including VPI's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required by this Agreement. VPI, NEWCO, the STOCKHOLDERS and the COMPANY shall treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, VPI 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 regarding the COMPANY obtained by such Other Founding Company.

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of VPI and the Other Founding Companies (including the Underwriters and their counsel) access to all of the COMPANY's sites, properties, books and records and will furnish VPI with such additional financial and operating data and other information as to the business and properties of the COMPANY as VPI or the Other Founding Companies may from time to time reasonably request. The COMPANY will reasonably cooperate with VPI and the Other Founding Companies and their respective representatives, including VPI's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required by this Agreement. VPI, NEWCO, the STOCKHOLDERS and the COMPANY shall treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, VPI 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 regarding the COMPANY obtained by such Other Founding Company.. 39

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of VPI MARINEMAX 22 28 and the Other Founding Companies (including the Underwriters and their counsel) access to all of the COMPANY's and any Acquired Party's sites, properties, books and records and will furnish VPI MARINEMAX with such additional financial and operating data and other information as to the business and properties of the COMPANY and any Acquired Party as VPI MARINEMAX or the Other Founding Companies may from time to time reasonably request. The COMPANY will reasonably cooperate with VPI MARINEMAX and the Other Founding Companies Companies, its and their respective representatives, including VPI's auditors and counsel, counsel in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required by this Agreement. VPIMARINEMAX, NEWCO, the STOCKHOLDERS and the COMPANY shall 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 Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, VPI MARINEMAX 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 regarding the COMPANY obtained by such Other Founding Company.

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Closing Funding and Consummation Date, the COMPANY will afford to the officers and authorized representatives of VPI CEI and the Other Founding Companies (including the Underwriters and their counsel) access reasonable access, during normal business hours, to all of the COMPANY's sites, properties, books and records and will furnish VPI CEI with such additional financial and operating data and other information as to the business and properties of the COMPANY as VPI CEI or the Other Founding Companies may from time to time reasonably request. The COMPANY will reasonably cooperate with VPI CEI and the Other Founding Companies and their respective representatives, including VPICEI's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required the transactions contemplated by this Agreement. VPICEI, NEWCO, the STOCKHOLDERS and the COMPANY shall 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 Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, VPI CEI will cause each of the Other Agreements, binding each of the Other Founding Companies Companies, to enter into contain a provision similar to this Section 7.1 and a provision similar to Section 14 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information regarding the COMPANY obtained by such Other Founding CompanyCompany and to provide the COMPANY with reasonable access and information as will be provided by the COMPANY pursuant to this Section 7.1(a).

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Closing Date, the each COMPANY will afford to the officers and authorized representatives of VPI and the Other Founding Companies (including the Underwriters and their counsel) access to all of the such COMPANY's sites, properties, books and records and will furnish VPI with such additional financial and operating data and other information as to the business and properties of the such COMPANY as VPI or the Other Founding Companies may from time to time reasonably request. The Each COMPANY will reasonably cooperate with VPI and the Other Founding Companies and their respective representatives, including VPI's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required by this Agreement. VPI, NEWCOthe NEWCOS, the STOCKHOLDERS and the COMPANY COMPANIES shall treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, VPI 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 regarding the COMPANY obtained by such Other Founding Company.

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Closing Consummation Date, the COMPANY will afford to the officers and authorized representatives of VPI VESTCOM and the Other other Founding Companies (including the Underwriters and their counsel) access to all of the COMPANY's (including COS and the COMPANY's other Subsidiaries) key employees, sites, properties, books and records during regular business hours and will furnish VPI VESTCOM with such additional financial and operating data and other information as to the business and properties of the COMPANY (including the COMPANY'S Subsidiaries) as VPI VESTCOM or the Other other Founding Companies may from time to time reasonably request. The COMPANY will reasonably cooperate with VPI VESTCOM and the Other other Founding Companies Companies, and their respective VESTCOM's and the other Founding Companies' representatives, including VPI's auditors and counsel, counsel in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required by this Agreement. VPIVESTCOM, NEWCO, the STOCKHOLDERS party hereto and the COMPANY shall 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 Other other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, VPI VESTCOM will cause each of the Other Founding Companies other than the COMPANY to enter into a provision similar identical to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents Company to keep confidential any information regarding the COMPANY obtained by such Other Founding Company.

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of VPI and the Other Founding Companies (including the Underwriters and their counsel) access to all of the COMPANY's sites, properties, books and records and will furnish VPI with such additional financial and operating data and other information as to the business and properties of the COMPANY as VPI or the Other Founding Companies may from time to time reasonably request. The COMPANY will reasonably cooperate with VPI and the Other Founding Companies and their respective representatives, including VPI's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required by this Agreement. VPI, NEWCO, the STOCKHOLDERS and the COMPANY shall treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, VPI 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 regarding the COMPANY obtained by such Other Founding Company.

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Closing Date, the each COMPANY will afford to the officers and authorized representatives of VPI and the Other Founding Companies (including the Underwriters and their counsel) access to all of the such COMPANY's sites, properties, books and records and will furnish VPI with such additional financial and operating data and other information as to the business and properties of the such COMPANY as VPI or the Other Founding Companies may from time to time reasonably request. The Each COMPANY will reasonably cooperate with VPI and the Other Founding Companies and their respective representatives, including VPI's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required by this Agreement. VPI, NEWCOthe NEWCOS, the STOCKHOLDERS and the COMPANY COMPANIES shall treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, VPI will cause each of the Other Founding Companies to enter into a provision similar to this this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information regarding the COMPANY obtained by such Other Founding Company.

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of VPI and the Other Founding Companies (including the Underwriters and their counsel) access to all of the COMPANY's sites, properties, books and records and will furnish VPI with such additional financial and operating data and other information as to the business and properties of the COMPANY as VPI or the Other Founding Companies may from time to time reasonably request. The COMPANY will reasonably cooperate with VPI and the Other Founding Companies and their respective representatives, including VPI's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required by this Agreement. VPI, NEWCO, the STOCKHOLDERS STOCKHOLDER and the COMPANY shall treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, VPI 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 regarding the COMPANY obtained by such Other Founding Company.

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Closing Consummation Date, the COMPANY will afford to the officers and authorized representatives of VPI VESTCOM and the Other other Founding Companies (including the Underwriters and their counsel) access to all of the COMPANY's 'S key employees, sites, properties, books and records during regular business hours 56 and will furnish VPI VESTCOM with such additional financial and operating data and other information as to the business and properties of the COMPANY as VPI VESTCOM or the Other other Founding Companies may from time to time reasonably request. The COMPANY will reasonably cooperate with VPI VESTCOM and the Other other Founding Companies Companies, and their respective VESTCOM'S and the other Founding Companies' representatives, including VPI's auditors and counsel, counsel in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required by this Agreement. VPIVESTCOM, NEWCO, the STOCKHOLDERS party hereto and the COMPANY shall 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 Other other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, VPI VESTCOM will cause each of the Other Founding Companies other than the COMPANY to enter into a provision similar identical to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents Company to keep confidential any information regarding the COMPANY obtained by such Other Founding Company.

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Closing Date, the each COMPANY will afford to the officers and authorized representatives of VPI and the Other Founding Companies (including the Underwriters and their counsel) access to all of the such COMPANY's sites, properties, books and records and will furnish VPI with such additional financial and operating data and other information as to the business and properties of the such COMPANY as VPI or the Other Founding Companies may from time to time reasonably request. The Each COMPANY will reasonably cooperate with VPI and the Other Founding Companies and their respective representatives, including VPI's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required by this Agreement. VPI, NEWCO, the STOCKHOLDERS and the each COMPANY shall treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, VPI 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 regarding the COMPANY obtained by such Other Founding Company.

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Closing Consummation Date, the COMPANY will afford to the officers and authorized representatives of VPI VESTCOM and the Other other Founding Companies (including the Underwriters and their counsel) access to all of the COMPANY's 'S key employees, sites, properties, books and records during regular business hours and will furnish VPI VESTCOM with such additional financial and operating data and other information as to the business and properties of the COMPANY as VPI VESTCOM or the Other other Founding Companies may from time to time reasonably request. The COMPANY will reasonably cooperate with VPI VESTCOM and the Other other Founding Companies Companies, and their respective VESTCOM'S and the other Founding Companies' representatives, including VPI's auditors and counsel, counsel in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required by this Agreement. VPIVESTCOM, NEWCO, the STOCKHOLDERS party hereto and the COMPANY shall 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 Other other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, VPI VESTCOM will cause each of the Other Founding Companies other than the COMPANY to enter into a provision similar identical to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents Company to keep confidential any information regarding the COMPANY obtained by such Other Founding Company.

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Closing Date, the each COMPANY will afford to the officers and authorized representatives of VPI and the Other Founding Companies (including the Underwriters and their counsel) access to all of the such COMPANY's sites, properties, books and records and will furnish VPI with such additional financial and operating data and other information as to the business and properties of the such COMPANY as VPI or the Other Founding Companies may from time to time reasonably request. The Each COMPANY will reasonably cooperate with VPI and the Other Founding Companies and their respective representatives, including VPI's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required by this Agreement. VPI, NEWCOthe NEWCOS, the STOCKHOLDERS and the each COMPANY shall treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, VPI 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 regarding the COMPANY obtained by such Other Founding Company.