Common use of Indemnification by HDA Clause in Contracts

Indemnification by HDA. Subject to the provisions of this Article ---------------------- VIII, HDA agrees to indemnify, defend and hold the Company and the Existing Shareholders and their respective employees, agents, directors, officers, heirs, representatives, successors and assigns (such persons are hereinafter collectively referred to as the "Company's Indemnified Persons"), harmless from and against any and all Losses that the Company's Indemnified Persons may suffer, sustain, incur or become subject to arising out of or due to: (a) any inaccuracy of any representation of HDA in this Agreement or in any Schedule hereto; (b) the breach of any warranty of HDA in this Agreement or any Schedule hereto; (c) the nonfulfillment of any covenant, undertaking, agreement or other obligation of HDA under this Agreement or any Schedule hereto, not otherwise waived by the Company and the Existing Shareholders; and (d) any act or occurrence related to the Business and the Assets accruing or arising after the Closing, except the Excluded Liabilities.

Indemnification by HDA. Subject to the provisions of this Article ---------------------- VIII, HDA agrees to indemnify, defend and hold the Company and the Existing Shareholders and their respective employees, agents, directors, officers, heirs, representatives, successors and assigns (such persons are hereinafter collectively referred to as the "Company's Indemnified Persons"), harmless from and against any and all Losses that the Company's Indemnified Persons may suffer, sustain, incur or become subject to arising out of or due to: (a) any inaccuracy of any representation of HDA in this Agreement or in any Schedule hereto; (b) the breach of any warranty of HDA in this Agreement or any Schedule hereto; (c) environmental liabilities arising subsequent to the Closing (other than as a result of Environmental Conditions or events prior to Closing) or (d) the nonfulfillment of any covenant, undertaking, agreement or other obligation of HDA under this Agreement or any Schedule hereto, not otherwise waived by the Company and the Existing Shareholders; and (d) any act or occurrence related to the Business and the Assets accruing or arising after the Closing, except the Excluded Liabilities.

Indemnification by HDA. Subject to the provisions of this Article ---------------------- VIII, HDA agrees to indemnify, defend and hold the Company and the Existing Shareholders Member and their respective employees, agents, directors, officers, heirs, representatives, successors and assigns (such persons are hereinafter collectively referred to as the "Company's Existing Member Indemnified Persons"), harmless from and against any and all Losses that the Company's Existing Member Indemnified Persons may suffer, sustain, incur or become subject to arising out of or due to: (a) any inaccuracy of any representation of HDA in this Agreement or in Agreement, any Schedule heretohereto or any Ancillary Agreement; (b) the breach of any warranty of HDA in this Agreement Agreement, any Schedule hereto or any Schedule heretoAncillary Agreement; and (c) the nonfulfillment of any covenant, undertaking, agreement undertaking or other obligation of HDA under this Agreement Agreement, any Schedule hereto or any Schedule heretoAncillary Agreement, not otherwise waived by the Company and the Existing Shareholders; and (d) any act or occurrence related Member. Payment is not a condition precedent to the Business and the Assets accruing or arising after the Closing, except the Excluded Liabilitiesrecovery of indemnification for Losses.

Indemnification by HDA. Subject to the provisions of this Article ---------------------- VIIIVI, HDA agrees to indemnify, defend and hold the Company CNF and the Existing Shareholders Vantage Sub and their respective affiliates, stockholders, subsidiaries, officers, directors, employees, agents, directors, officers, heirs, representatives, successors and assigns (such persons are hereinafter collectively referred to as the "Company's CNF Indemnified Persons"), harmless from and against any and all Losses that the Company's any CNF Indemnified Persons may sufferPerson suffers, sustainsustains, incur incurs or become becomes subject to arising out of or due to: (a) the Assumed Liabilities or the Assets, (b) the nonfulfillment of any covenant, undertaking or agreement of HDA under this Agreement or any Ancillary Agreement, not otherwise waived by CNF, (c) any inaccuracy of any representation of HDA in this Agreement or Agreement, in any Schedule hereto; hereto or any Ancillary Agreement or (bd) the breach -------- of any warranty of HDA in this Agreement or any Schedule hereto; (c) the nonfulfillment . Payment is not -------- a condition precedent to recovery of any covenant, undertaking, agreement or other obligation of HDA under this Agreement or any Schedule hereto, not otherwise waived by the Company and the Existing Shareholders; and (d) any act or occurrence related to the Business and the Assets accruing or arising after the Closing, except the Excluded Liabilitiesindemnification for Losses.