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.
Appears in 7 contracts
Samples: 6 Agreement and Plan of Organization (Marinemax Inc), Agreement of Merger and Plan (Marinemax Inc), 6 Agreement and Plan of Organization (Marinemax Inc)
