GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification ...
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder), jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless CCC, Newco and the Surviving Corporation and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, a "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------
(a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly:
(i) any breach of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company in connection herewith; or
(ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective Time, the Company, under this Agreement; or
(iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or
(iv) the matters disclosed on SCHEDULES 5.23 (conformity with law; litigation), 5.24 (taxes), and 5.27 (environmental matters) and any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant to their terms; and
(b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1.
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders covenant and agree that they will indemnify, defend, protect, and hold harmless the Surviving Corporation, LandCare and its subsidiaries and all of their officers, directors, employees, stockholders, agents, representatives and affiliates at all times from and after the date of this Agreement until the Expiration Date from and against all claims, damages actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively "Damages") incurred by such indemnified person as a result of or incident to (i) any breach of any representation or warranty of the Stockholders set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholders under this Agreement.
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The STOCKHOLDERS each covenant and agree that they will indemnify, defend, protect and hold harmless MARINEMAX, NEWCO, COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, for, from and against all claims, damages, actions, suits, 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 (a) any breach of the representations and warranties of the STOCKHOLDERS or COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith; (b) any breach of any agreement on the part of the STOCKHOLDERS or COMPANY under this Agreement; and (c) any environmental matters set forth in Section 11.5 hereof. For purposes of this Section 11, the term COMPANY shall refer to COMPANY and all other Acquired Parties, if any.
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Stockholders covenant and agree that they, severally and not jointly in the case of representations, warranties, covenants and agreements set forth in Section 7, and jointly and severally in all other cases, will indemnify, defend, protect and hold harmless Parent, Newco, Company and the Surviving Corporation at all times, from and after the Closing Date until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by Parent, Newco, Company or the Surviving Corporation as a result of or arising from any breach of any representation, warranty, covenant or agreement on the part of Stockholders or Company under this Agreement.
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless Acquiror, each Company and their respective Affiliates (other than the Stockholders) at all times, from and after the Closing Date until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees, court costs, witness fees and reasonable expenses of investigation) (collectively, "Losses") incurred by Acquiror, each Company, or any of their respective Affiliates (other than the Stockholders) as a result of or arising from (i) any breach of the representations and warranties of the Stockholders set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement or certificate on the part of the Stockholders contained in this Agreement, or (iii) any Tax imposed upon any Company or relating to any third party or Acquired Party for any period ending on or prior to the Closing Date relating to matters known by or under the control of the Stockholder, including, in each case, any such Tax arising out of or in connection with the transactions effected pursuant to this Agreement or any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local or foreign law), as a transferee or successor, by contract or otherwise, (but excluding Taxes accrued or reserved properly on the Company Financial Statements and Taxes accruing in the ordinary course of business after the date of the Company Financial Statements).
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The STOCKHOLDERS jointly ------------------------------------------- and severally (except with respect to Sections 5.28 through 5.30, which shall be several) shall indemnify, defend, protect and hold harmless HDS and the COMPANY, at all times from and after the date of this Agreement until the Expiration Date as defined in Section 5 above, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including reasonable attorneys' fees and expenses of investigation) incurred by HDS or the COMPANY as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the schedules or certificates delivered in connection herewith (other than the representations and warranties provided in Section 5.22, for which Section 11.6 provides special indemnity provisions); (ii) any nonfulfillment of any covenant on the part of the STOCKHOLDERS or the COMPANY under this Agreement (other than the covenant in Section 10.4(iv), for which Section 11.6 provides special indemnity provisions); (iii) (intentionally omitted); and (iv) except to the extent that such untrue statement of a material fact (or alleged untrue statement of a material fact) appeared, or omission (or alleged omission) occurred, in any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to HDS' counsel and to HDS for inclusion in the final prospectus, and such information was not so included, any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, (x) arising out of or based upon any untrue statement of a material fact relating to the COMPANY (including the COMPANY's Subsidiaries) or the STOCKHOLDERS that is provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS and contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (y) arising out of or based upon any omission to state therein a material fact relating to the COMPANY (including the COMPANY's Subsidiaries) or the STOCKHOLDERS that is required to be stated therein or necessary to make the statements therein not misleading, and not provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS.
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (specifically excluding the ESOP and its participants and their beneficiaries, in their capacities as such) covenant and agree that they will jointly and severally indemnify, defend, protect, and hold harmless the Company and Metals at all times from and after the date of this Agreement until the Expiration Date from and against all claims, damages actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively "Damages") incurred by such indemnified person as a result of or incident to (i) any breach of any representation or warranty of any Stockholder set forth herein or in the certificates or other documents delivered in accordance herewith, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholders under this Agreement; provided, however, that the payment of the amount of any Damages shall be reduced by any tax benefit accruing to the Indemnified Party (as defined below) and any insurance proceeds paid to the Indemnified Party as a result of the event giving rise to such Damages, even though such benefit may arise after the Expiration Date.
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Sections 8.4 and 8.5, the Stockholders, other than Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx (collectively, the "Minor Shareholders"), covenant and agree that they will jointly and severally (without any right of indemnification or contribution from the Companies) indemnify, defend, protect and hold harmless Quanta, Newco and the Surviving Corporation, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates, at all times from and after the date of this Agreement until the Expiration Date from and against all Losses incurred by any of such indemnified persons as a result of or arising from (a) any breach of the representations and warranties of the Stockholders set forth herein or in the Schedules or certificates delivered in connection herewith, (b) any breach or nonfulfillment of any covenant or agreement on the part of the Stockholders or the Companies under this Agreement, (c) all income Taxes payable by any Company for all periods prior to and including the Closing Date, or (d) all transfer and other Taxes arising from the transactions contemplated by this Agreement.
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders severally covenant and agree to indemnify, defend, protect, and hold harmless Metals and the Surviving Corporation (the "Metals Indemnitees") at all times from and after the date of this Agreement until the Expiration Date from and against all claims, damages actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively "Damages") incurred by such indemnified person as a result of or incident to (i) any breach of any representation or warranty of the Stockholders set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholders under this Agreement, provided, however, that the payment of any amount of Damages shall be reduced by any tax, insurance, or other third party recovery benefit accruing to the Indemnified Party as a result of the event giving rise to such Damages, even though such benefit may arise after the Expiration Date. Notwithstanding the foregoing, the term "Damages" shall not include any punitive damages. Each Indemnified Party agrees in good faith to make insurance claims for all matters which are covered by insurance.
