Common use of ENVIRONMENTAL INDEMNIFICATION BY THE STOCKHOLDERS Clause in Contracts

ENVIRONMENTAL INDEMNIFICATION BY THE STOCKHOLDERS. The STOCKHOLDERS covenant and agree that they will indemnify, defend, protect and hold harmless MARINEMAX, 34 40 NEWCO, COMPANY and the Surviving Corporation at all times, from and after date of this Agreement until the applicable Expiration Date, for, from and against all claims, damages, actions, suit, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred on or prior to the Expiration Date (or thereafter if a claim has been made therefor prior to such date) by MARINEMAX, NEWCO, COMPANY or the Surviving Corporation as a result of or arising from: (i) any use, generation, transportation, storage, treatment, disposal or presence of Hazardous Wastes and/or Hazardous Substances occurring on or prior to the Effective Time including, without limitation, any waste or other disposal activities or releases which occurred at a facility on which any portion of the COMPANY's (or its predecessors') business was conducted, any waste or other disposal activities or releases which occurred off of any such facility with regard to wastes and other substances generated on such facility, and any waste or other disposal activities or releases which occurred on real estate at any time whether or not the COMPANY (or its predecessors) owned or leased such real estate at the time such waste or other disposal activities or releases were engaged in, and whether or not the COMPANY performed such waste or other disposal activities or releases; (ii) any past, present or threatened spills, discharges, leaks, emissions, injections, escapes, dumping, pumping, pouring, emptying, leaching, leaking, disposing or any releases or threatened releases as defined now or in the future under any applicable Environmental Law, to surface waters, groundwaters, soil, ambient air or otherwise into the environment occurring as a result of any activities of the COMPANY (or its predecessors') on or prior to the Effective Time, including, without limitation, both those releases or incidents involving potential or actual environmental contamination which required notification or reporting to appropriate federal, state or local officials or agencies, or clean-up or remedial activities and those releases or incidents which occurred prior to the effective date of any requirements imposing such notification or reporting obligations or clean-up or remedial activities, but which would have been subject to such obligations if they had occurred subsequent to the effective date of such requirements; (iii) the exposure of and resulting consequences to any persons, including, without limitation, employees of the COMPANY, to any mineral, chemical or industrial product, raw material intermediate, by-product or Hazardous Waste and/or Hazardous Substance created, stored, treated, generated, processed, handled or originating at a facility at which the COMPANY (or any of its predecessors) conducted business on or prior to the Effective Time or otherwise used by the COMPANY (or any of its predecessors) in the conduct of its or their business; (iv) any violations or claim of violations by the COMPANY, or pertaining to its properties, of Environmental Laws, occupational or employee health and safety laws or otherwise arising out of or under such laws, which violations or alleged violations occurred prior to the Effective Time; (v) any and all actions, failures to act and negligence in monitoring, maintaining and upkeep of on-site generation, storage, treatment, transportation and disposal operations on or prior to the Effective Time; (vi) any installation, use, removal, maintenance or monitoring of storage tanks or related facilities on or prior to the Effective Time; or (vii) any violations, fees, obligations or failures to comply with any and all Environmental Laws, permit requirements, authorizations, orders and other administrative or legal directives on or prior to the Effective Time.

ENVIRONMENTAL INDEMNIFICATION BY THE STOCKHOLDERS. The STOCKHOLDERS each covenant and agree that they will indemnify, defend, protect and hold harmless MARINEMAX, 34 40 NEWCO, COMPANY and the Surviving Corporation at all times, from and after date of this Agreement until the applicable Expiration Date, for, from and against all claims, damages, actions, suit, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred on or prior to the Expiration Date (or thereafter if a claim has been made therefor prior to such date) by MARINEMAX, NEWCO, COMPANY or the Surviving Corporation as a result of or arising from: (i) any use, generation, transportation, storage, treatment, disposal or presence of Hazardous Wastes and/or Hazardous Substances occurring on or prior to the Effective Time including, without limitation, any waste or other disposal activities or releases which occurred at a facility on which any portion of the COMPANY's 'S (or its predecessors') business was conducted, any waste or other disposal activities or releases which occurred off of any such facility with regard to wastes and other substances generated on such facility, and any waste or other disposal activities or releases which occurred on real estate at any time whether or not the COMPANY (or its predecessors) owned or leased such real estate at the time such waste or other disposal activities or releases were engaged in, and whether or not the COMPANY performed such waste or other disposal activities or releases; (ii) any past, present or threatened spills, discharges, leaks, emissions, injections, escapes, dumping, pumping, pouring, emptying, leaching, leaking, disposing or any releases or threatened releases as defined now or in the future under any applicable Environmental Law, to surface waters, groundwaters, soil, ambient air or otherwise into the environment occurring as a result of any activities of the COMPANY (or its predecessors') on or prior to the Effective Time, including, without limitation, both those releases or incidents involving potential or actual environmental contamination which required notification or reporting to appropriate federal, state or local officials or agencies, or clean-up or remedial activities and those releases or incidents which occurred prior to the effective date of any requirements imposing such notification or reporting obligations or clean-up or remedial activities, but which would have been subject to such obligations if they had occurred subsequent to the effective date of such requirements; (iii) the exposure of and resulting consequences to any persons, including, without limitation, employees 35 43 of the COMPANY, to any mineral, chemical or industrial product, raw material intermediate, by-product or Hazardous Waste and/or Hazardous Substance created, stored, treated, generated, processed, handled or originating at a facility at which the COMPANY (or any of its predecessors) conducted business on or prior to the Effective Time or otherwise used by the COMPANY (or any of its predecessors) in the conduct of its or their business; (iv) any violations or claim of violations by the COMPANY, or pertaining to its properties, of Environmental Laws, occupational or employee health and safety laws or otherwise arising out of or under such laws, which violations or alleged violations occurred prior to the Effective Time; (v) any and all actions, failures to act and negligence in monitoring, maintaining and upkeep of on-site generation, storage, treatment, transportation and disposal operations on or prior to the Effective Time; (vi) any installation, use, removal, maintenance or monitoring of storage tanks or related facilities on or prior to the Effective Time; or (vii) any violations, fees, obligations or failures to comply with any and all Environmental Laws, permit requirements, authorizations, orders and other administrative or legal directives on or prior to the Effective Time.

ENVIRONMENTAL INDEMNIFICATION BY THE STOCKHOLDERS. The STOCKHOLDERS covenant and agree that they will indemnify, defend, protect and hold harmless MARINEMAX, 34 40 NEWCO, COMPANY and the Surviving Corporation at all times, from and after date of this Agreement until the applicable Expiration Date, for, from and against all claims, damages, actions, suit, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred on or prior to the Expiration Date (or thereafter if a claim has been made therefor prior to such date) by MARINEMAX, NEWCO, COMPANY or the Surviving Corporation as a result of or arising from: (i) any use, generation, transportation, storage, treatment, disposal or presence of Hazardous Wastes and/or Hazardous Substances occurring on or prior to the Effective Time including, without limitation, any waste or other disposal activities or releases which occurred at a facility on which any portion of the COMPANY's (or its predecessors') business was conducted, any waste or other disposal activities or releases which occurred off of any such facility with regard to wastes and other substances generated on such facility, and any waste or other disposal activities or releases which occurred on real estate at any time whether or not the COMPANY (or its predecessors) owned or leased such real estate at the time such waste or other disposal activities or releases were engaged in, and whether or not the COMPANY performed such waste or other disposal activities or releases; (ii) any past, present or threatened spills, discharges, leaks, emissions, injections, escapes, dumping, pumping, pouring, emptying, leaching, leaking, disposing or any releases or threatened releases as defined now or in the future under any applicable Environmental Law, to surface waters, groundwaters, soil, ambient air or otherwise into the environment occurring as a result of any activities of the COMPANY (or its predecessors') on or prior to the Effective Time, including, without limitation, both those releases or incidents involving potential or actual environmental contamination which required notification or reporting to appropriate federal, state or local officials or agencies, or clean-up or remedial activities and those releases or incidents which occurred prior to the effective date of any requirements imposing such notification or reporting obligations or clean-up or remedial activities, but which would have been subject to such obligations if they had occurred subsequent to the effective date of such requirements; (iii) the exposure of and resulting consequences to any persons, including, without limitation, employees of the COMPANY, to any mineral, chemical or industrial product, raw material intermediate, by-product or Hazardous Waste and/or Hazardous Substance created, stored, treated, generated, processed, handled or originating at a facility at which the COMPANY (or any of its predecessors) conducted business on or prior to the Effective Time or otherwise used by the COMPANY (or any of its predecessors) in the conduct of its or their business; (iv) any violations or claim of violations by the COMPANY, or pertaining to its properties, of Environmental Laws, occupational or employee health and safety laws or otherwise arising out of or under such laws, which violations or alleged violations occurred prior to the Effective Time; (v) any and all actions, failures to act and negligence in monitoring, maintaining and upkeep of on-site generation, storage, treatment, transportation and disposal operations on or prior to the Effective Time; (vi) any installation, use, removal, maintenance or monitoring of storage tanks or related facilities on or prior to the Effective Time; or (vii) any 35 41 violations, fees, obligations or failures to comply with any and all Environmental Laws, permit requirements, authorizations, orders and other administrative or legal directives on or prior to the Effective Time.

ENVIRONMENTAL INDEMNIFICATION BY THE STOCKHOLDERS. The STOCKHOLDERS covenant and agree that they will indemnify, defend, protect and hold harmless MARINEMAX, 34 40 NEWCO, COMPANY and the Surviving Corporation at all times, from and after date of this Agreement until the applicable Expiration Date, for, from and against all claims, damages, actions, suit, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred on or prior to the Expiration Date (or thereafter if a claim has been made therefor prior to such date) by MARINEMAX, NEWCO, COMPANY or the Surviving Corporation as a result of or arising from: (i) any use, generation, transportation, storage, treatment, disposal or presence of Hazardous Wastes and/or Hazardous Substances occurring on or prior to the Effective Time including, without limitation, any waste or other disposal activities or releases which occurred at a facility on which any portion of the COMPANY's (or its predecessors') business was conducted, any waste or other disposal activities or releases which occurred 35 41 off of any such facility with regard to wastes and other substances generated on such facility, and any waste or other disposal activities or releases which occurred on real estate at any time whether or not the COMPANY (or its predecessors) owned or leased such real estate at the time such waste or other disposal activities or releases were engaged in, and whether or not the COMPANY performed such waste or other disposal activities or releases; (ii) any past, present or threatened spills, discharges, leaks, emissions, injections, escapes, dumping, pumping, pouring, emptying, leaching, leaking, disposing or any releases or threatened releases as defined now or in the future under any applicable Environmental Law, to surface waters, groundwaters, soil, ambient air or otherwise into the environment occurring as a result of any activities of the COMPANY (or its predecessors') on or prior to the Effective Time, including, without limitation, both those releases or incidents involving potential or actual environmental contamination which required notification or reporting to appropriate federal, state or local officials or agencies, or clean-up or remedial activities and those releases or incidents which occurred prior to the effective date of any requirements imposing such notification or reporting obligations or clean-up or remedial activities, but which would have been subject to such obligations if they had occurred subsequent to the effective date of such requirements; (iii) the exposure of and resulting consequences to any persons, including, without limitation, employees of the COMPANY, to any mineral, chemical or industrial product, raw material intermediate, by-product or Hazardous Waste and/or Hazardous Substance created, stored, treated, generated, processed, handled or originating at a facility at which the COMPANY (or any of its predecessors) conducted business on or prior to the Effective Time or otherwise used by the COMPANY (or any of its predecessors) in the conduct of its or their business; (iv) any violations or claim of violations by the COMPANY, or pertaining to its properties, of Environmental Laws, occupational or employee health and safety laws or otherwise arising out of or under such laws, which violations or alleged violations occurred prior to the Effective Time; (v) any and all actions, failures to act and negligence in monitoring, maintaining and upkeep of on-site generation, storage, treatment, transportation and disposal operations on or prior to the Effective Time; (vi) any installation, use, removal, maintenance or monitoring of storage tanks or related facilities on or prior to the Effective Time; or (vii) any violations, fees, obligations or failures to comply with any and all Environmental Laws, permit requirements, authorizations, orders and other administrative or legal directives on or prior to the Effective Time.

ENVIRONMENTAL INDEMNIFICATION BY THE STOCKHOLDERS. The STOCKHOLDERS jointly and severally covenant and agree that they will indemnify, defend, protect and hold harmless MARINEMAX, 34 40 NEWCO, COMPANY and the Surviving Corporation at all times, from and after date of this Agreement until the applicable Expiration Date, for, from and against all claims, damages, actions, suit, proceedings, demands, assessments, adjustments, costs and expenses (including 38 44 specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred on or prior to the Expiration Date (or thereafter if a claim has been made therefor prior to such date) by MARINEMAX, NEWCO, COMPANY or the Surviving Corporation as a result of or arising from: (i) any use, generation, transportation, storage, treatment, disposal or presence of Hazardous Wastes and/or Hazardous Substances occurring on or prior to the Effective Time including, without limitation, any waste or other disposal activities or releases which occurred at a facility on which any portion of the COMPANY's 'S (or its predecessors') business was conducted, any waste or other disposal activities or releases which occurred off of any such facility with regard to wastes and other substances generated on such facility, and any waste or other disposal activities or releases which occurred on real estate at any time whether or not the COMPANY (or its predecessors) owned or leased such real estate at the time such waste or other disposal activities or releases were engaged in, and whether or not the COMPANY performed such waste or other disposal activities or releases; (ii) any past, present or threatened spills, discharges, leaks, emissions, injections, escapes, dumping, pumping, pouring, emptying, leaching, leaking, disposing or any releases or threatened releases as defined now or in the future under any applicable Environmental Law, to surface waters, groundwaters, soil, ambient air or otherwise into the environment occurring as a result of any activities of the COMPANY (or its predecessors') on or prior to the Effective Time, including, without limitation, both those releases or incidents involving potential or actual environmental contamination which required notification or reporting to appropriate federal, state or local officials or agencies, or clean-up or remedial activities and those releases or incidents which occurred prior to the effective date of any requirements imposing such notification or reporting obligations or clean-up or remedial activities, but which would have been subject to such obligations if they had occurred subsequent to the effective date of such requirements; (iii) the exposure of and resulting consequences to any persons, including, without limitation, employees of the COMPANY, to any mineral, chemical or industrial product, raw material intermediate, by-product or Hazardous Waste and/or Hazardous Substance created, stored, treated, generated, processed, handled or originating at a facility at which the COMPANY (or any of its predecessors) conducted business on or prior to the Effective Time or otherwise used by the COMPANY (or any of its predecessors) in the conduct of its or their business; (iv) any violations or claim of violations by the COMPANY, or pertaining to its properties, of Environmental Laws, occupational or employee health and safety laws or otherwise arising out of or under such laws, which violations or alleged violations occurred prior to the Effective Time; (v) any and all actions, failures to act and negligence in monitoring, maintaining and upkeep of on-site generation, storage, treatment, transportation and disposal operations on or prior to the Effective Time; (vi) any installation, use, removal, maintenance or monitoring of storage tanks or related facilities on or prior to the Effective Time; or (vii) any violations, fees, obligations or failures to comply with any and all Environmental Laws, permit requirements, authorizations, orders and other administrative or legal directives on or prior to the Effective Time.