Common use of REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE STOCKHOLDERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE STOCKHOLDERS. Each of COMPANY and the STOCKHOLDERS represents and warrants that all of the following representations and warranties in this Section 5(A) are true, complete and correct at the date of this Agreement and, subject to Section 7.8 hereof, shall be true, complete, and correct at the time of Closing and at the Effective Time and that such representations and warranties shall survive the Closing and the Effective Time for a period of the earlier of (i) the date of the first audit of financial statements of the Surviving Corporation containing combined operations of MARINEMAX and the Surviving Corporation for those representations and warranties set forth within Section 5(A) which representations and warranties specifically deal with items that would be expected to be encountered in the audit process, or (ii) twelve (12) months, the last day of such period being the "Expiration Date". For purposes of this Section 5(A), the term COMPANY shall mean and refer to COMPANY and all other Acquired Parties, if any.