Common use of Indemnification by HDS Clause in Contracts

Indemnification by HDS. HDS covenants and agrees that it will ---------------------- indemnify, defend, protect and hold harmless the COMPANY and the STOCKHOLDERS, 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) incurred by the COMPANY and the STOCKHOLDERS as a result of or arising from (i) any breach by HDS of its representations and warranties set forth herein or on the schedules or certificates attached hereto; (ii) any nonfulfillment of any agreement on the part of HDS under this Agreement; (iii) any liabilities which the COMPANY or the STOCKHOLDERS may incur due to HDS's failure to be responsible for the liabilities and obligations of the COMPANY as provided in Section 1 hereof (except to the extent that HDS has claims against the STOCKHOLDERS by reason of such liabilities); or (iv) 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 or alleged untrue statement of a material fact relating to HDS or any of the Founding Companies other than the COMPANY (with respect to information furnished to HDS by the COMPANY) contained in any preliminary prospectus, 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 HDS or any of the Founding Companies other than the COMPANY that is required to be stated therein or necessary to make the statements therein not misleading.

Indemnification by HDS. HDS covenants and agrees that it will ---------------------- shall indemnify, defend, protect and hold ---------------------- harmless the COMPANY and the STOCKHOLDERS, 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) incurred by the COMPANY and the STOCKHOLDERS as a result of or arising from (i) any breach by HDS of its representations and warranties set forth herein or on the schedules or certificates attached hereto; (ii) any nonfulfillment of any agreement covenant on the part of HDS under this Agreement; (iii) any liabilities which the COMPANY or the STOCKHOLDERS may incur due to HDS's ' failure to be responsible for the liabilities and obligations of the COMPANY as provided in Section 1 1.4 hereof (except to the extent that HDS has claims against the STOCKHOLDERS by reason of such liabilities); or (iv) 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 or alleged untrue statement of a material fact relating to HDS or any of the Founding Companies other than the COMPANY (with respect to information furnished to HDS by the COMPANY) contained in any preliminary prospectus, 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 HDS or any of the Founding Companies other than the COMPANY that is required to be stated therein or necessary to make the statements therein not misleading.

Indemnification by HDS. HDS covenants and agrees that it will ---------------------- indemnify, defend, protect and hold harmless the COMPANY and the STOCKHOLDERS, 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) incurred by the COMPANY and the STOCKHOLDERS as a result of or arising from (i) any breach by HDS of its representations and warranties set forth herein or on the schedules or certificates attached hereto; (ii) any nonfulfillment of any agreement on the part of HDS under this Agreement; (iii) any liabilities which the COMPANY or the STOCKHOLDERS may incur due to HDS's failure to be responsible for the liabilities and obligations of the COMPANY as provided in Section 1 hereof (except to the extent that HDS has claims against the STOCKHOLDERS by reason of such liabilities); or (iv) 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 or alleged untrue statement of a material fact relating to HDS or any of the Founding Companies other than the COMPANY (with respect to information furnished to HDS by the COMPANY) contained in any preliminary prospectus, 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 HDS or any of the Founding Companies other than the COMPANY that is required to be stated therein or necessary to make the statements therein not misleading; or (v) HDS's failure to obtain the release of any STOCKHOLDER Guarantee.

Indemnification by HDS. HDS covenants and agrees that it will ---------------------- indemnify, ,defend, protect and hold harmless the COMPANY and the STOCKHOLDERS, 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) incurred by the COMPANY and the STOCKHOLDERS as a result of or arising from (i) any breach by HDS of its representations and warranties set forth herein or on the schedules or certificates attached hereto; (ii) any nonfulfillment of any agreement on the part of HDS under this Agreement; (iii) any liabilities which the COMPANY or the STOCKHOLDERS may incur due to HDS's failure to be responsible for the liabilities and obligations of the COMPANY as provided in Section 1 hereof (except to the extent that HDS has claims against the STOCKHOLDERS by reason of such liabilities); or (iv) 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 or alleged untrue statement of a material fact relating to HDS or any of the Founding Companies other than the COMPANY (with respect to information furnished to HDS by the COMPANY) contained in any preliminary prospectus, 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 HDS or any of the Founding Companies other than the COMPANY that is required to be stated therein or necessary to make the statements therein not misleading.

Indemnification by HDS. HDS covenants and agrees that it will ---------------------- indemnify, defend, protect and hold harmless the COMPANY and the STOCKHOLDERS, 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) incurred by the COMPANY and the STOCKHOLDERS as a result of or arising from (i) any breach by HDS of its representations and warranties set forth herein or on the schedules or certificates attached hereto; (ii) any nonfulfillment of any agreement on the part of HDS under this Agreement; (iii) any claim by any of the Other Companies based on any nonfulfillment of any agreement on the part of HDS under any Other Agreement; (iv) any liabilities which the COMPANY or the STOCKHOLDERS may incur due to HDS's failure to be responsible for the liabilities and obligations of the COMPANY as provided in Section 1 hereof (except to the extent that HDS has claims against the STOCKHOLDERS by reason of such liabilities); or (ivv) 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 or alleged untrue statement of a material fact relating to HDS or any of the Founding Companies other than the COMPANY (with respect to information furnished to HDS by the COMPANY) contained in any preliminary prospectus, 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 HDS or any of the Founding Companies other than the COMPANY that is required to be stated therein or necessary to make the statements therein not misleading.