Indemnification by Shareholders Clause Samples

Indemnification by Shareholders. It shall be a condition precedent to the obligation of Company to include in any registration statement any Registrable Securities of Shareholders that Company shall have received from Shareholders an undertaking, reasonably satisfactory to Company and its counsel, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) Company, each director of Company, each officer of Company who shall sign the registration statement, and any person who controls Company within the meaning of the Securities Act, (i) with respect to any statement or omission from such registration statement, or any amendment or supplement to it, if such statement or omission was made in reliance upon and in conformity with information furnished to Company through a written instrument duly executed by Shareholders specifically for use in the preparation of such registration statement or amendment or supplement, and (ii) with respect to compliance by Shareholders with applicable laws in effecting the sale or other disposition of the securities covered by such registration statement.

Indemnification by Shareholders. In connection with any offering in which any Shareholder is participating pursuant to this Agreement, each participating Shareholder agrees severally to indemnify and hold harmless the Company, any underwriter retained by the Company, each of their respective partners, directors, officers, Affiliates, stockholders, managers, members, employees, trustees, legal counsel and accountants, and each Person who controls the Company or such underwriter (within the meaning of Section 15 of the Securities Act) to the same extent as the foregoing indemnity from the Company to the Shareholders, but only to the extent that Liabilities arise out of or are based upon a statement or alleged statement or an omission or alleged omission that was made solely in reliance upon and in conformity with information with respect to such Shareholder furnished in writing to the Company by or on behalf of the Shareholder expressly for use in such Disclosure Package, Registration Statement, Prospectus, Free Writing Prospectus or such amendment or supplement thereto, including, without limitation, the information furnished to the Company pursuant to Section 3(c). In no event shall the liability of a Shareholder hereunder be greater in amount than the net proceeds received by the Shareholder upon the sale of the Registrable Securities giving rise to such indemnification obligation except in the case of fraud by the Shareholder.

Indemnification by Shareholders. Each Shareholder will indemnify and hold harmless, to the full extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities (or actions in respect thereto) and expenses to which any such Person may be subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in a Registration Statement or Prospectus or preliminary prospectus or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only if and to the extent, that such untrue or alleged untrue statement or omission or alleged omission is made therein in reliance upon and in conformity with the information furnished in writing by such Shareholder specifically for inclusion therein. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the proceeds received by such Shareholder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons.

Indemnification by Shareholders. In addition to any other remedies available to Key under this Agreement, or at law or in equity, each of the Shareholders shall indemnify, defend and hold harmless Key and its officers, directors, employees, agents and stockholders, against and with respect to any and all claims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including interest, penalties and reasonable attorneys' fees and expenses (collectively, the "Damages") that such indemnitees shall incur or suffer, which arise, result from or relate to (i) any breach by any of the Shareholders of (or the failure of any of the Shareholders to perform) their respective representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Key by any of the Shareholders under this Agreement or (ii) Hitwell's relationship with any Terminated Employees on or before the date hereof; provided, however, that the Shareholders shall not be required to so indemnify, defend and hold harmless Key and its officers, directors, employees, agent and stockholders, against and with respect to any Damages incurred as a result of a breach by any of the Shareholders of their respective representations and warranties in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Key by any of the Shareholders under this Agreement for which Key fails to provide written notice of a claim for such Damages to the Shareholders on or before the expiration of the survival period (as specified in Section 5.1 hereof) of the specific representation or warranty alleged to have been breached.

Indemnification by Shareholders. Subject to Section 6.4 below, ------------------------------- the Shareholders shall jointly and severally indemnify, save and hold harmless ▇▇▇▇▇▇ and its directors, officers, employees, affiliates, agents and assigns (each an "Indemnified Party"), from and against any and all liabilities, ----------------- obligations, judgments, penalties, fines, costs or expenses (including attorneys fees and consultants fees), of any kind or nature (whether or not arising out of third-party claims), or the duty to indemnify, defend or reimburse any individual or entity incurred by an Indemnified Party in connection with, arising out of, resulting from or incident to: (a) any breach of any representation or warranty made by the Company or the Shareholders in this Agreement or in any certificate, instrument or agreement delivered by any of such parties pursuant hereto or thereto; (b) any breach of any covenant or agreement made by the Company or the Shareholders in this Agreement or in any certificate, instrument or agreement delivered by any of such parties pursuant hereto or thereto; (c) any third party claims or demands arising in connection with any product or service sold, or otherwise arising in connection with the conduct of the Company's business, prior to the Closing that are asserted after the Closing except in cases where such demands or claims are accrued for in the Financial Statements or are otherwise disclosed in the Company Disclosure Schedule; (d) any Losses arising from or related to any Dissenting Shares solely in the event and to the extent that ▇▇▇▇▇▇ is required to pay any Shareholder an amount in excess of the amounts described in Section 1.7 with respect to such Dissenting Shares; (e) any Losses for or in respect of Third Party Expenses in excess of the amount set forth in Section 4.3 hereof; or (f) any Loss (whether or nor arising out of third-party claims) with respect to: (i) the presence on or before the Closing Date of any Hazardous Materials (as defined in Section 2.17(a)) in the soil, groundwater, surface water, air or building materials of a Business Facility ("Pre-Existing ------------ Contamination"); (ii) the migration at any time prior to or after the Closing ------------- Date of Pre-Existing Contamination to any other real property, or the soil, groundwater, surface water, air or building materials thereof; (iii) any transportation, transfer, recycling, storage, use, handling, treatment, manufacture, removal, investigation, remediat...

Indemnification by Shareholders. The Shareholders agree to indemnify, jointly and severally, and hold harmless Mich▇▇▇, ▇▇s stockholders, directors, officers and each Person, if any, who controls Mich▇▇▇ ▇▇▇hin the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Mich▇▇▇ ▇▇ the Shareholders in Section 10(a) of this Agreement but only with reference to information relating to the Shareholders furnished in writing to Mich▇▇▇ ▇▇ the Shareholders specifically for use in the Resale Registration Statement (or any amendment thereto) or any prospectus (or any amendment or supplement thereto); provided, however, that the Shareholders shall not be obligated to provide such indemnity to the extent that such Damages result from a failure of Mich▇▇▇ ▇▇ promptly amend or take action to correct or supplement any such Resale Registration Statement or prospectus on the basis of corrected or supplemental information provided in writing by the Shareholders to Mich▇▇▇ ▇▇▇ressly for such purpose. In no event shall the liability of the Shareholders hereunder be greater in amount than the amount of the proceeds received by the Shareholders upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Shareholders. Subject to Section 5.04, each of the Shareholders, on its own behalf, and not on behalf of any other Shareholder, severally (and for greater certainty, not jointly with any other Shareholder) shall indemnify and save the Purchaser harmless for and from: (a) any loss, damages or deficiencies suffered by the Purchaser as a result of any breach by such Shareholder of any representation, warranty or covenant on the part of such Shareholder contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; and (b) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.

Indemnification by Shareholders. Subject to Section 9.5, the Shareholders (hereinafter, collectively, called the "Shareholder Indemnitors") shall jointly and severally defend, indemnify and hold harmless NeoMedia and its direct and indirect NeoMedia corporations, subsidiaries (including Secure Source after Closing) and affiliates, their officers, directors, employees, attorneys and agents (hereinafter, collectively, called "NeoMedia Indemnitees") against and in respect of any and all loss, damage, liability, fine, penalty, cost and expense, including reasonable attorneys' fees and amounts paid in settlement (collectively, "NeoMedia Losses"), suffered or incurred by any NeoMedia Indemnitee by reason of, or arising out of: (a) any misrepresentation, breach of warranty or breach or non-fulfillment of any agreement of the Shareholders contained in this Agreement or in any certificate, schedule, instrument or document delivered to NeoMedia by or on behalf of the Shareholders or Secure Source pursuant to the provisions of this Agreement (without regard to materiality thresholds contained therein); and (b) any liabilities of Secure Source of any nature whatsoever (including tax liability, penalties and interest), whether accrued, absolute, contingent or otherwise, (i) existing as of the date of the Balance Sheet, and required to be shown therein in accordance with GAAP, to the extent not reflected or reserved against in full in the Balance Sheet; or (ii) arising or occurring between July 31, 2003 and the Closing Date, except for liabilities arising in the ordinary course of business, none of which shall have a material adverse effect on Secure Source.

Indemnification by Shareholders. 42 8.3 Indemnification by Purchaser............................................... 45 8.4