Common use of Indemnification by Shareholders Clause in Contracts

Indemnification by Shareholders. Subject to Section 9.5, the Shareholders (hereinafter, collectively, called the "Shareholder Indemnitors") shall, severally and not jointly, in proportion to their ownership interest percentage of Company Shares as of the Closing Date as set forth in the Payment Schedule, defend, indemnify and hold harmless Parent and Merger Sub and their direct and indirect parent corporations, subsidiaries (including the Company after Closing) and affiliates, their officers, directors, employees and agents (hereinafter, collectively, called "Parent 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, "Parent Losses"), suffered or incurred by any Parent Indemnitee by reason of, or arising out of: (a) any misrepresentation, breach of warranty or breach or non-fulfillment of any agreement of the Company contained in this Agreement or in any certificate, schedule, instrument or document delivered to Parent by or on behalf of the Company pursuant to the provisions of this Agreement; and (b) any liabilities of the Company 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 applicable GAAP, to the extent not reflected or reserved against in full in the Balance Sheet; or (ii) arising or occurring after the date of the Balance Sheet and before the Closing Date, except for liabilities arising or occurring in the ordinary course of business, none of which shall have (when viewed together with other matters occurring during such period) a material adverse effect on the financial condition of the Company. All indemnification claims under this Section 9.1 will be satisfied from the Escrow Fund in accordance with the Escrow Agreement, and the Company, its officers, directors and Shareholders will have no liability with respect to indemnification claims beyond the Escrow Fund or other than through the Escrow Agreement.

Indemnification by Shareholders. Subject to Section 9.5, the Shareholders (hereinafter, collectively, hereinafter collectively called the "Shareholder IndemnitorsSHAREHOLDER INDEMNITOR") shall, shall jointly and severally and not jointly, in proportion to their ownership interest percentage of Company Shares as of the Closing Date as set forth in the Payment Schedule, defend, indemnify and hold harmless Parent and the Merger Sub and their direct and indirect parent corporations, subsidiaries (including the Company after Closing) and affiliates, their officers, directors, employees and agents (hereinafter, collectively, hereinafter collectively called "Parent IndemniteesPARENT 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, "Parent LossesPARENT LOSSES"), suffered or incurred by any Parent Indemnitee by reason of, or arising out of: (a) any misrepresentation, breach of warranty or breach or non-fulfillment nonfulfillment of any agreement of the Company any Shareholder contained in this Agreement or in any certificate, schedule, instrument or document delivered to Parent by or on behalf of the Shareholders or the Company pursuant to the provisions of this AgreementAgreement (without regard to materiality thresholds contained therein); and (b) any liabilities of the Company of any nature whatsoever (including tax liability, penalties and interest), whether accrued, absolute, contingent or otherwise, (i) existing as of the date of the 1998 Company Balance Sheet, and required to be shown therein in accordance with applicable GAAP, to the extent not reflected or reserved against in full in the 1998 Company Balance Sheet; or (ii) arising or occurring after the date of the Balance Sheet between December 31, 1998 and before the Closing Date, except for liabilities arising or occurring in the ordinary course of business, none of which shall have (when viewed together with other matters occurring during such period) a material adverse effect on the financial condition Company; and (c) any liabilities of the Company. All indemnification claims under this Section 9.1 will be satisfied from the Escrow Fund Company in accordance connection with the Escrow Agreement, and AT&T UniPlan Service with FlatRate Agreement (the Company, its officers, directors and Shareholders will have no liability with respect to indemnification claims beyond the Escrow Fund or other than through the Escrow Agreement"AT&T DISPUTE") as more particularly described on Schedule 3.14.

Indemnification by Shareholders. Subject to Section 9.5, the Shareholders (hereinafter, collectively, called the "Shareholder SHAREHOLDER Indemnitors") shall, shall jointly and severally and not jointly, in proportion to their ownership interest percentage of Company Shares as of the Closing Date as set forth in the Payment Schedule, defend, indemnify and hold harmless Parent and Merger Sub and their direct and indirect parent corporations, subsidiaries (including the Company after Closing) and affiliates, their officers, directors, employees and agents (hereinafter, collectively, called "Parent IndemniteesPARENT 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, "Parent LossesPARENT LOSSES"), suffered or incurred by any Parent Indemnitee by reason of, or arising out of: (a) any misrepresentation, breach of warranty or breach or non-fulfillment of any agreement of the Company Shareholders contained in this Agreement or in any certificate, schedule, instrument or document delivered to Parent by or on behalf of the Shareholders or the Company pursuant to the provisions of this AgreementAgreement (without regard to materiality thresholds contained therein); and (b) any liabilities of the Company 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 applicable GAAP, to the extent not reflected or reserved against in full in the Balance Sheet; or (ii) arising or occurring after the date of the Balance Sheet between July 1, 2002 and before the Closing Date, except for liabilities arising or occurring in the ordinary course of business, none of which shall have (when viewed together with other matters occurring during such period) a material adverse effect on the financial condition of the Company. All indemnification claims under this Section 9.1 will be satisfied from the Escrow Fund in accordance with the Escrow Agreement, and the Company, its officers, directors and Shareholders will have no liability with respect to indemnification claims beyond the Escrow Fund or other than through the Escrow Agreement.

Indemnification by Shareholders. Subject to Section 9.5, the Shareholders (hereinafter, collectively, called the "Shareholder SHAREHOLDER Indemnitors") shall, shall jointly and severally and not jointly, in proportion to their ownership interest percentage of Company Shares as of the Closing Date as set forth in the Payment Schedule, defend, indemnify and hold harmless Parent Altrimega and Merger Sub and their its direct and indirect parent Altrimega corporations, subsidiaries (including the Company after Closing) and affiliates, their officers, directors, employees and agents (hereinafter, collectively, called "Parent IndemniteesALTRIMEGA 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, "Parent LossesALTRIMEGA LOSSES"), suffered or incurred by any Parent Altrimega Indemnitee by reason of, or arising out of: (a) i. any misrepresentation, breach of warranty or breach or non-fulfillment of any agreement of the Company Shareholders contained in this Agreement or in any certificate, schedule, instrument or document delivered to Parent Altrimega by or on behalf of the Shareholders or the Company pursuant to the provisions of this AgreementAgreement (without regard to materiality thresholds contained therein); and (b) ii. any liabilities of the Company 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 applicable GAAP, to the extent not reflected or reserved against in full in the Balance Sheet; or (ii) arising or occurring after the date of the Balance Sheet between July 1, 2002 and before the Closing Date, except for liabilities arising or occurring in the ordinary course of business, none of which shall have (when viewed together with other matters occurring during such period) a material adverse effect on the financial condition of the Company. All indemnification claims under this Section 9.1 will be satisfied from the Escrow Fund in accordance with the Escrow Agreement, and the Company, its officers, directors and Shareholders will have no liability with respect to indemnification claims beyond the Escrow Fund or other than through the Escrow Agreement.EXHIBIT 99.1-15

Indemnification by Shareholders. Subject to Section 9.5, the Shareholders (hereinafter, collectively, hereinafter collectively called the "Shareholder IndemnitorsINDEMNITOR") shall, shall severally (and not jointly, in proportion to their ownership interest percentage of Company Shares as of the Closing Date as set forth in the Payment Schedule, ) defend, indemnify and hold harmless Parent and Merger Sub and their Buyer, its direct and indirect parent corporations, subsidiaries (including the Company and the Subsidiaries after Closing) and affiliates, their officers, directors, employees and agents (hereinafter, collectively, hereinafter collectively called "Parent IndemniteesINDEMNITEES") against and in respect of any and all direct loss, damage, liability, fine, penalty, cost and expense, including reasonable attorneys' fees and amounts paid in settlement settlement, but excluding consequential damages (collectively, "Parent LossesINDEMNIFIED LOSSES"), suffered or incurred by any Parent Indemnitee by reason of, or arising out of: (a1) any misrepresentation, breach of warranty or breach or non-fulfillment nonfulfillment of any agreement of the Company any Shareholder contained in this Agreement or in any certificate, schedule, instrument or document Schedule delivered to Parent Buyer by or on behalf of the Shareholders or the Company or any of the Subsidiaries pursuant to the provisions of this AgreementAgreement (without regard to materiality thresholds contained therein); and (b2) any liabilities of the Company or any of the Subsidiaries of any nature whatsoever (including tax liability, penalties and interest), whether accrued, absolute, contingent or otherwise, (i) existing as of arising or occurring between the date of the Balance Sheet, this Agreement and required to be shown therein in accordance with applicable GAAP, to the extent not reflected or reserved against in full in the Balance Sheet; or (ii) arising or occurring after the date of the Balance Sheet and before the Closing Date, except for for: (i) liabilities arising or occurring in the ordinary course of business, none of which shall have (when viewed together with other matters occurring during such period) a material adverse effect on the financial condition of the Company. All indemnification claims under this Section 9.1 will be satisfied from the Escrow Fund in accordance with the Escrow Agreement, Company and the Company, its officers, directors Subsidiaries taken as a whole; and Shareholders will have no liability with respect to indemnification claims beyond the Escrow Fund or other than through the Escrow Agreement(ii) liabilities approved in writing by CHS.

Indemnification by Shareholders. Subject to Section 9.5, the Shareholders (hereinafter, collectively, called the "Shareholder Indemnitors") shall, shall jointly and severally and not jointly, in proportion to their ownership interest percentage of Company Shares as of the Closing Date as set forth in the Payment Schedule, defend, indemnify and hold harmless Parent NeoMedia and Merger Sub and their its direct and indirect parent NeoMedia corporations, subsidiaries (including the Company Secure Source after Closing) and affiliates, their officers, directors, employees employees, attorneys and agents (hereinafter, collectively, called "Parent 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, "Parent NeoMedia Losses"), suffered or incurred by any Parent 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 Company Shareholders contained in this Agreement or in any certificate, schedule, instrument or document delivered to Parent NeoMedia by or on behalf of the Company Shareholders or Secure Source pursuant to the provisions of this AgreementAgreement (without regard to materiality thresholds contained therein); and (b) any liabilities of the Company 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 applicable GAAP, to the extent not reflected or reserved against in full in the Balance Sheet; or (ii) arising or occurring after the date of the Balance Sheet between July 31, 2003 and before the Closing Date, except for liabilities arising or occurring in the ordinary course of business, none of which shall have (when viewed together with other matters occurring during such period) a material adverse effect on the financial condition of the Company. All indemnification claims under this Section 9.1 will be satisfied from the Escrow Fund in accordance with the Escrow Agreement, and the Company, its officers, directors and Shareholders will have no liability with respect to indemnification claims beyond the Escrow Fund or other than through the Escrow AgreementSecure Source.