Common use of Indemnification by HDA Clause in Contracts

Indemnification by HDA. Subject to the provisions of this Article ---------------------- VI, HDA agrees to indemnify, defend and hold CNF and Vantage Sub and their respective affiliates, stockholders, subsidiaries, officers, directors, employees, agents, successors and assigns (such persons are hereinafter collectively referred to as "CNF Indemnified Persons"), harmless from and against any and all Losses that any CNF Indemnified Person suffers, sustains, incurs or 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, in any Schedule hereto or any Ancillary Agreement or (d) the breach -------- of any warranty of HDA in this Agreement or any Schedule hereto. Payment is not -------- a condition precedent to recovery of indemnification for Losses.

Indemnification by HDA. Subject to the provisions of this Article ---------------------- VIVIII, HDA agrees to indemnify, defend and hold CNF and Vantage Sub the Existing Member and their respective affiliatesheirs, stockholders, subsidiaries, officers, directors, employees, agentsrepresentatives, successors and assigns (such persons are hereinafter collectively referred to as the "CNF Existing Member Indemnified Persons"), harmless from and against any and all Losses that any CNF the Existing Member Indemnified Person suffersPersons may suffer, sustainssustain, incurs incur or becomes become 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, in any Schedule hereto or any Ancillary Agreement or Agreement; (db) the breach -------- of any warranty of HDA in this Agreement Agreement, any Schedule hereto or any Ancillary Agreement; and (c) the nonfulfillment of any covenant, undertaking or other obligation of HDA under this Agreement, any Schedule heretohereto or any Ancillary Agreement, not otherwise waived by the Existing Member. Payment is not -------- a condition precedent to recovery of indemnification for Losses.

Indemnification by HDA. Subject to the provisions of this Article ---------------------- VIVIII, HDA agrees to indemnify, defend and hold CNF the Company and Vantage Sub the Existing Shareholders and their respective affiliatesemployees, stockholdersagents, subsidiariesdirectors, officers, directorsheirs, employees, agentsrepresentatives, successors and assigns (such persons are hereinafter collectively referred to as the "CNF Company's Indemnified Persons"), harmless from and against any and all Losses that any CNF the Company's Indemnified Person suffersPersons may suffer, sustainssustain, incurs incur or becomes become 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, Agreement or in any Schedule hereto or any Ancillary Agreement or hereto; (db) the breach -------- of any warranty of HDA in this Agreement or any Schedule hereto. Payment is ; (c) the nonfulfillment of any covenant, undertaking, agreement or other obligation of HDA under this Agreement or any Schedule hereto, not -------- a condition precedent otherwise waived by the Company and the Existing Shareholders; and (d) any act or occurrence related to recovery of indemnification for Lossesthe Business and the Assets accruing or arising after the Closing, except the Excluded Liabilities.

Indemnification by HDA. Subject to the provisions of this Article ---------------------- VIVIII, HDA agrees to indemnify, defend and hold CNF the Company and Vantage Sub the Existing Shareholders and their respective affiliatesheirs, stockholders, subsidiaries, officers, directors, employees, agentsrepresentatives, successors and assigns (such persons are hereinafter collectively referred to as the "CNF Company's Indemnified Persons"), harmless from and against any and all Losses that any CNF the Company's Indemnified Person suffersPersons may suffer, sustainssustain, incurs incur or becomes become 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, Agreement or in any Schedule hereto or any Ancillary Agreement or hereto; (db) the breach -------- of any warranty of HDA in this Agreement or any Schedule hereto. Payment is ; (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 -------- a condition precedent to recovery of indemnification for Lossesotherwise waived by the Company and the Existing Shareholders.