Common use of Indemnification by Seller and Shareholders Clause in Contracts

Indemnification by Seller and Shareholders. In addition to and in no way limiting any other provisions of this Agreement: (a) Seller and each of the Shareholders hereby jointly and severally agree subsequent to the Closing Date to indemnify and hold Purchaser and persons serving as shareholders, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) (collectively, "Purchaser Indemnified Losses") of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (i) fraud or intentional misrepresentation by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto; (ii) any other breach of any representation, warranty or covenant of Seller or any of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except to the extent such liability is covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued to Seller (valued at the Date of Closing).

Indemnification by Seller and Shareholders. In addition to and in no way limiting Notwithstanding any other provisions investigation at any time made by or on behalf of this Agreement: (a) Buyer or MegaMedia, Seller and each of the Shareholders hereby jointly and severally agree subsequent Shareholder agrees to the Closing Date to defend, indemnify and hold Purchaser and persons serving as harmless, MegaMedia, Buyer, their respective officers, shareholders, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" divisions, subdivisions, affiliates, parent, employees, agents, successors and collectively, the "Purchaser Indemnified Parties") harmless from, assigns from and against any all losses, claims, actions, causes of action, damages, liabilities, losses, taxes, fines, penalties, costs, expenses and expenses other costs of any kind or amount whatsoever (including, without limitation, reasonable fees attorneys' fees), whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, which result, either before or after the date of counsel) this Agreement (collectively, any and all of the foregoing collectively referred to herein as "Purchaser Indemnified Losses") of any kind ), from or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersconnection with any: (ia) fraud inaccuracy in or intentional misrepresentation breach of any representation or warranty made by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or theretoAgreement; (iib) any other breach of any representation, warranty or covenant failure of Seller or any Shareholder to duly perform and observe any term, provision, covenant, agreement or condition under this Agreement; (c) material misrepresentation in or omission from any Schedule to this Agreement; (d) failure of Seller to use commercially reasonable efforts to obtain any required consent to a Contract requiring such consent as listed in SCHEDULE 1.2 hereto (including, without limitation, reimbursement to Buyer of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach value of such representations nonassigned Contract); (e) liability of Seller resulting from one or warranties more pending or covenants threatened lawsuits whether or any conduct not listed on SCHEDULE 5.1(E) hereto; (f) liability of Seller to creditors of Seller which is imposed on Buyer whether as a result of bankruptcy proceedings or otherwise and whether as an account payable by Seller Seller, (other than those included in the Assumed Liabilities) or any as a claim of alleged preferential payments within the meaning of the Shareholders United States Bankruptcy Code or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; andotherwise; (iiig) any liability obligation of Seller or any or all Shareholders, including liabilities for taxes, of any type other than the Assumed Liabilities whether or not disclosed herein; (h) any of the Shareholders relating matters set forth in Section 3.1(a) - (d) hereof. Buyer shall be deemed to have suffered such Loss or to have paid or to have become obligated to pay any sum or amount with respect to the matters referred to in subparagraphs (a) - (h) of this Section 3.3 if the same shall be suffered, paid or incurred by Buyer or any parent, subsidiary, affiliate, or successor of Buyer. The amount of the Loss deemed to be suffered, paid or incurred by Buyer shall be an amount equal to the Loss, suffered, paid or incurred by such parent, subsidiary, affiliate, or successor. The foregoing indemnity shall fully apply to any Excluded Liabilities except claim or action that seeks or results in any injunction or other direction or restriction on the free and unfettered use of the Assets by Buyer, and Seller and the Shareholders shall jointly and severally indemnify and hold harmless Buyer from all Losses, directly or indirectly related to, or caused by, Buyer's compliance with any such injunction, direction or restriction. In the event Buyer, in its sole discretion, elects to seek recovery from an insurance company or other third party with respect to any claim for indemnification hereunder, to the extent Buyer actually receives payment with respect to such liability is covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to claim from such third party, the contrary, Seller and each amount of the Shareholders Loss shall not be responsible reduced by the amount of such insurance payment received, net of any increase in premiums for such insurance related to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses such claim that are in excess of: (i) the Purchase Price; and (ii) the value payable within two years of the FDI stock issued to Seller (valued at the Date of Closing)date such claim is made.

Indemnification by Seller and Shareholders. In addition to and in no way limiting any other provisions of this Agreement: (a) After the Closing, Seller and each of the Majority Shareholders hereby agree, jointly and severally, and each of the Minority Shareholders agree severally agree subsequent to the Closing Date and not jointly to indemnify and hold Purchaser harmless Purchaser, and persons serving as shareholders, its officers, directors, employees or agents thereof agents, Affiliates, representatives, successors and assigns (individually a "“Purchaser Indemnified Party" Indemnitees”) from and collectively, the "Purchaser Indemnified Parties") harmless fromagainst, and against shall reimburse each Purchaser Indemnitee on demand for, any damagesand all direct or indirect claims, liabilitiessuits, lossesActions, taxesproceedings, Liabilities, obligations, judgments, fines, penalties, costsclaims, losses, lost profits, diminution in value, damages, costs and expenses of any kind (including, without limitation, the reasonable fees and disbursements of counsel, accountants and other experts whether incurred in connection with any of the foregoing or in connection with any investigative, administrative or adjudicative proceeding, whether or not such Purchaser Indemnitee shall be designated a party thereto), together with any and all reasonable costs and expenses associated with the investigation of the same (provided with respect to costs of investigation in the case of a third party claim Purchaser shall have provided Seller with written notice of such claim in accordance with Section 9.5 and Seller has elected not to defend same) and/or the enforcement of the provisions hereof and thereof (collectively, "Purchaser Indemnified “Losses") of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation”), defense or settlement of the foregoing) which may be sustained incurred by such Purchaser Indemnitee relating to, based upon, resulting from or suffered by any of them arising out of or based upon any of the following mattersof: (ia) fraud the breach of any representation or intentional misrepresentation warranty made by Seller or any of the Shareholders Shareholder in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or theretoRelated Document as of the date hereof and as of the Closing Date during the survival period set forth in Section 9.1; (iib) any other the breach of any representationagreement, warranty covenant or covenant of Seller or any of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to Shareholder contained in this Agreement or in any Related Document; (c) any Excluded Liabilities except (including any Assumed Liabilities in excess of amounts set forth in the Closing Date Balance Sheet); (d) any failure to comply with any applicable bulk sale or transfer Law in connection with the extent such liability is covered transactions contemplated by a policy this Agreement; (e) any Liability incurred by Seller, any Shareholder or their respective Affiliates to pay any fee or commission to any broker, finder, investment banker or other intermediary in connection with the transactions contemplated by this Agreement; (f) any misrepresentation contained in any certificate or other document furnished by or on behalf of insurance carried by Purchaser and/or FDI. Regardless Seller or any Shareholder pursuant to this Agreement or in any Related Document or in connection with the transactions contemplated hereby or thereby or any other Losses arising out of anything herein to the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties or resulting from any Purchaser Indemnified Losses that are in excess of: fraud or intentional misrepresentation; or (ig) the Purchase Price; and (ii) the value of the FDI stock issued to Seller (valued at the Date of Closing)any Environmental Liability.

Indemnification by Seller and Shareholders. In addition Provided Purchaser makes a written claim for indemnification against Seller within any applicable survival period specified in Section 11.1, and subject to and the limitations set forth in no way limiting any other provisions of this Agreement: (a) Section 11.7, the Seller and each of the Shareholders hereby (jointly and severally agree subsequent to the Closing Date to severally) shall indemnify Purchaser against and hold Purchaser it harmless from any and persons serving as shareholdersall loss, officersdamage, directors, employees liability or agents thereof deficiency (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified PartiesLoss") harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) (collectively, "Purchaser Indemnified Losses") of any kind resulting from or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersof: (i) fraud any inaccuracy in or intentional misrepresentation breach of any representation, warranty, covenant, or obligation made or incurred by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement herein or in any certificateother agreement, schedule, exhibit instrument or financial statement document delivered by or on behalf of Seller pursuant hereto or theretoto the provisions of the Agreement; (ii) any other breach imposition (including by operation of law) or attempted imposition by a third party upon Purchaser of any representation, warranty or covenant Excluded Liability of Seller or any which Purchaser has not specifically agreed to assume pursuant to Section 3.1 of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; andAgreement; (iii) any liability of Seller arising out of Seller's operation of the Business, its ownership or use of the Purchased Assets, or occupancy and use of the Real Estate prior to the Closing (except for any Assumed Liabilities described in Section 3.1) or other obligation incurred by or imposed upon Purchaser resulting from the failure of the parties to comply with the provisions of any law relating to bulk transfers which may be applicable to the transaction herein contemplated; (iv) any and all costs and expenses (including reasonable legal and accounting fees) related to any of the foregoing. Except as otherwise provided in this Agreement, nothing in this Section 11.3 shall be construed to limit the amount to which, or the time by which, by reason of offset or otherwise, that Purchaser may recover from Seller or any Shareholder pursuant to this Agreement resulting from Seller's breach or violation of the Shareholders relating any representation, warranty, covenant or agreement contained herein or from any Shareholder's breach or violation of any representation made by such Shareholder herein. Any amounts to any Excluded Liabilities except which Purchaser, its successors or assigns, is entitled to indemnification pursuant to the extent such liability is covered by a policy provisions of insurance carried by Purchaser and/or FDI. Regardless of anything herein to this Section, shall first be offset against the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued amount payable to Seller (valued at against the Date subordinated promissory note, then against any payments due under Sections 4.4 or 4.5. Provided, however, the offset in any one year may not exceed the aggregate amount payable of Closing)principal and interest due on said applicable E101 subordinated promissory note for said year, and any amount, if any, payable under Sections 4.4 or 4.5 in the aggregate for such year.

Indemnification by Seller and Shareholders. In addition Subject to and the limitations in no way limiting any other provisions of this Agreement: (aSection 11.5(d) below, Seller and each of the Shareholders hereby jointly and severally agree subsequent to the Closing Date to Shareholder shall indemnify Purchaser against and hold Purchaser and persons serving as shareholders, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") it harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) (collectively, "Purchaser Indemnified Losses") of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (i) fraud any and all material loss, damage, liability or intentional misrepresentation deficiency resulting from or arising out of any material inaccuracy in or material breach of any representation, warranty, covenant, or obligation made or incurred by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement herein or in any certificateother agreement, schedule, exhibit instrument or financial statement document delivered pursuant hereto by or theretoon behalf of Seller in connection herewith and incorporated herein; (ii) any other breach imposition (including by operation of law) or attempted imposition by a third party upon Purchaser of any representation, warranty or covenant liability of Seller or any which Purchaser has not specifically agreed to assume pursuant to Sections 3.1 and 3.2 of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closingAgreement; and (iii) any liability obligation and all reasonable costs and expenses incurred by Purchaser (including reasonable legal and accounting fees) related to any of the foregoing, subject to the provisions of Section 11.5. Nothing in this Section 11.3 shall be construed to further limit the amount to which, or the time by which (except as described in Sections 11.1 and 11.5(d)), by reason of offset or otherwise, the Purchaser may recover from Seller or any Shareholder pursuant to this Agreement resulting from Seller's and any Shareholder's breach or violation of the Shareholders relating any representation, warranty, covenant or agreement contained herein. Any amounts to any Excluded Liabilities except which Purchaser, its successors or assigns, is entitled to indemnification pursuant to the extent such liability is covered by a policy provisions of insurance carried by Purchaser and/or FDIthis Section, subject to the provisions of Section 11.5, shall be offset against the final amounts payable to Seller under the Notes. Regardless Provided, however, the offset in any one year may not exceed the aggregate amount of principal and interest due on said promissory note for said year. Notwithstanding anything herein in this Agreement to the contrary, if Purchaser directly causes Seller and each of the or Shareholders to materially breach, default or perform other acts or events that would give rise to claim by Purchaser for loss, damage, or liability hereunder, then Purchaser shall not be responsible have no right to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued to Seller (valued at the Date of Closing)make a claim for such loss, damage, or liability.

Indemnification by Seller and Shareholders. In addition Subject to the limitations set forth in Section 7.4, Seller and the Shareholders, jointly and severally, hereby covenant and agree to indemnify and hold Buyer harmless from, against and in no way limiting any other provisions of this Agreementrespect of: (a) Seller and each any claims, demands or causes of the Shareholders hereby jointly and severally agree subsequent to the Closing Date to indemnify and hold Purchaser and persons serving as shareholders, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) (collectively, "Purchaser Indemnified Losses") action of any kind or nature whatsoever (whether or not arising out of by any third party claims and including all amounts paid in investigation, defense arising from or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: relating to (i) fraud Seller’s ownership or intentional use of the Purchased Assets or operation of the Business prior to the Closing, (ii) the Excluded Assets, (iii) the Excluded Liabilities, (iv) any liability of any Shareholder or (v) any liability of Seller or any Subsidiary not expressly assumed by Buyer pursuant to this Agreement; (b) any losses, damages or deficiencies resulting from any misrepresentation or breach of warranty by Seller or any of the Shareholders in or of (without giving effect to any of its/his representations, warranties or covenants materiality qualification therein) under this Agreement or from any Related Agreement misrepresentation in any certificate or other instrument provided by Seller to Buyer pursuant to or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or theretoconnection with this Agreement; (iic) any other breach losses, damages or deficiencies resulting from any nonfulfillment of any representation, warranty covenant or covenant agreement on the part of Seller or under this Agreement; (d) all actions, suits, proceedings, demands, assessments, judgments and reasonable and necessary costs and expenses, including all attorney’s fees, incident to any of the Shareholders under foregoing. The foregoing matters giving rise to Buyer’s right to indemnification hereunder are hereinafter referred to as “Buyer Claims.” For purposes of this Agreement or any Related Agreement or in any certificateSection 7.2, schedule“Buyer” shall also include its Affiliates and its and their respective directors, exhibit or financial statement delivered pursuant hereto or theretoofficers, or by reason of any claimpartners, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except to the extent such liability is covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contraryshareholders, Seller employees and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued to Seller (valued at the Date of Closing)agents.

Indemnification by Seller and Shareholders. In addition to and in no way limiting any other provisions of this Agreement: (a) After the Closing, Seller and each of the Shareholders hereby agree, jointly and severally agree subsequent to the Closing Date severally, to indemnify and hold Purchaser harmless Purchaser, and persons serving as shareholders, its officers, directors, employees or agents thereof agents, Affiliates, representatives, successors and assigns (individually a "“Purchaser Indemnified Party" Indemnitees”) from and collectively, the "Purchaser Indemnified Parties") harmless fromagainst, and against shall reimburse each Purchaser Indemnitee on demand for, any damagesand all direct or indirect claims, liabilitiessuits, lossesActions, taxesproceedings, Liabilities, obligations, judgments, fines, penalties, costsclaims, losses, lost profits, diminution in value, damages, costs and expenses of any kind (including, without limitation, the reasonable fees and disbursements of counsel, accountants and other experts whether incurred in connection with any of the foregoing or in connection with any investigative, administrative or adjudicative proceeding, whether or not such Purchaser Indemnitee shall be designated a party thereto), together with any and all reasonable costs and expenses associated with the investigation of the same (provided with respect to costs of investigation in the case of a third party claim Purchaser shall have provided Seller with written notice of such claim in accordance with Section 9.5 and Seller has elected not to defend same) and/or the enforcement of the provisions hereof and thereof (collectively, "Purchaser Indemnified “Losses") of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation”), defense or settlement of the foregoing) which may be sustained incurred by such Purchaser Indemnitee relating to, based upon, resulting from or suffered by any of them arising out of or based upon any of the following mattersof: (ia) fraud the breach of any representation or intentional misrepresentation warranty made by Seller or any of the Shareholders Shareholder in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or theretoRelated Document as of the date hereof and as of the Closing Date during the survival period set forth in Section 9.1; (iib) any other the breach of any representationagreement, warranty covenant or covenant of Seller or any of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to Shareholder contained in this Agreement or in any Related Document; (c) any Excluded Liabilities except (including any Assumed Liability in excess of amounts set forth in the Closing Date Balance Sheet or listed on Exhibit B); (d) any failure to comply with any applicable bulk sale or transfer Law in connection with the extent such liability is covered transactions contemplated by a policy this Agreement; (e) any Liability incurred by Seller, any Shareholder or their respective Affiliates to pay any fee or commission to any broker, finder, investment banker or other intermediary in connection with the transactions contemplated by this Agreement; (f) any misrepresentation contained in any certificate or other document furnished by or on behalf of insurance carried by Purchaser and/or FDI. Regardless Seller or any Shareholder pursuant to this Agreement or in any Related Document or in connection with the transactions contemplated hereby or thereby or any other Losses arising out of anything herein to the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties or resulting from any Purchaser Indemnified Losses that are in excess of: fraud or intentional misrepresentation; or (g) any (i) harm to the Purchase PriceEnvironment; and (ii) the value Release of the FDI stock issued Hazardous Substances; (iii) alleged or actual violation of Environmental Law; or (iv) Environmental Liability, arising from conditions, acts, or omissions that existed or occurred prior to Closing; provided, however, in no event will Seller (valued at the Date of Closing)be liable for any indirect, consequential, punitive or exemplary damages.

Indemnification by Seller and Shareholders. In addition to and in no way limiting any other provisions of this Agreement: (a) Seller and each of the Shareholders hereby Shareholder shall indemnify, defend and hold harmless, jointly and severally agree subsequent to the Closing Date to indemnify severally, each of Aether, Purchasers, and hold Purchaser and persons serving as shareholders, their respective officers, directors, and employees or agents thereof and their respective successors and assigns permitted by the terms of this Agreement (individually a "Purchaser Indemnified Party" and collectively, the "“Purchaser Indemnified Parties"”) harmless from, from and against any and all claims, damages, liabilities, obligations, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsellegal costs and expenses) and judgments (at equity or at law) (collectively, "Purchaser Indemnified “Losses"”) of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: resulting from (i) fraud any inaccurate or intentional misrepresentation by erroneous representation or warranty of Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants Shareholder under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto; (ii) any other breach of any representation, warranty or covenant of Seller or any of the Shareholders Shareholder under this Agreement or Ancillary Seller Documents; provided, however, that Seller or such Shareholder shall not have any Related liability for any inaccurate or erroneous representation or warranty contained in this Agreement or Seller Ancillary Documents if Purchasers had knowledge of such breach at the time of Closing, and no Losses caused by, arising from, incurred in connection with or related in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason way thereto shall be aggregated for purposes of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except to the extent such liability is covered by a policy of insurance carried by Purchaser and/or FDISection 7.6 hereof. Regardless of anything herein to the contraryIn addition, Seller and each Shareholder shall indemnify, defend and hold harmless, jointly and severally, each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties for any failure to comply with any applicable bulk sales laws (including, with regard to all the foregoing, without limitation, reasonable counsel fees and expenses in connection with any action, claim or proceeding relating to such liabilities). Any claim for indemnification pursuant to this paragraph shall be made in accordance with the procedures set forth herein. Any indemnification obligations arising under this Section 7.2 shall first be paid from the Indemnification Holdback, in accordance with the related terms, conditions and procedures set forth in the Escrow Agreement, but shall not be, with respect to breaches of Seller’s Core Representations, limited in amount or recourse to such Indemnification Holdback. For purposes of satisfaction of any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) claims hereunder, the value of the FDI stock issued shares of Aether Common Stock included in the Indemnification Holdback shall be equal to the Closing Date Stock Price per share of Aether Common Stock. Claims subject to indemnification will be satisfied by Escrow Shares, unless Seller elects to pay cash for such indemnifiable claims by giving written notice to both the Escrow Agent and Purchaser within three (3) Business Days from when notice was so received by Seller that the Escrow Shares will be released to Purchaser pursuant to the Escrow Agreement. Where Seller so elects to satisfy such claims in cash, upon receipt thereof, Purchasers will instruct the Escrow Agent to release from the escrow and deliver to Seller the Escrow Shares with an aggregate value (valued at based on the Closing Date Stock Price) equal to the amount of Closing)the indemnifiable claim so satisfied in cash.

Indemnification by Seller and Shareholders. In addition Provided Purchaser makes a written claim for indemnification against Seller and/or Shareholders within any applicable survival period specified in Section 11.1 and subject to and the limitations set forth in no way limiting any other provisions of this Agreement: (a) Section 11.6, Seller and each of the Shareholders hereby (jointly and severally agree subsequent to the Closing Date to severally, shall indemnify Purchaser against and hold Purchaser and persons serving as shareholders, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") it harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) (collectively, "Purchaser Indemnified Losses") of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (i) fraud any and all loss, damage, liability or intentional misrepresentation deficiency resulting from or arising out of any inaccuracy in or breach of any representation, warranty, covenant, or obligation made or incurred by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement herein or in any certificateother agreement, schedule, exhibit instrument or financial statement document delivered by or on behalf of Seller pursuant hereto or theretoto the provisions of the Agreement; (ii) any other breach imposition (including by operation of law) or attempted imposition by a third party upon Purchaser of any representation, warranty or covenant liability of Seller or any which Purchaser has not specifically agreed to assume pursuant to Sections 3.1 and 3.2 of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; andAgreement; (iii) any liability (except for any Assumed Liabilities described in Section 3.1 and 3.2) or other obligation incurred by or imposed upon Purchaser resulting from the failure of Seller or the parties to comply with the provisions of any law relating to bulk transfers which may be applicable to the transaction herein contemplated; (iv) any and all costs and expenses (including reasonable legal and accounting fees) related to any of the foregoing. Except as otherwise provided in this Agreement, nothing in this Section 11.3 shall be construed to limit the amount to which, or the time by which, by reason of offset or otherwise, the Purchaser may recover from Seller or the Shareholders relating pursuant to this Agreement resulting from Seller's or the Shareholders' breach or violation of any Excluded Liabilities except representation, warranty, covenant or agreement contained herein. Any amounts to which Purchaser, its successors or assigns, is entitled to indemnification pursuant to the extent such liability is covered by a policy provisions of insurance carried by Purchaser and/or FDI. Regardless of anything herein to this Section, shall first be offset against the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued amount payable to Seller (valued at under the Date subordinated promissory note. Provided, however, the offset in any one year may not exceed the aggregate amount of Closing)principal and interest due on said subordinated promissory note for said year.

Indemnification by Seller and Shareholders. In addition Seller, Xxxxx and Rich, jointly and severally, and Wyrtzen and Xxxxxx, severally, agree to and shall indemnify in no way limiting any other provisions of this Agreement: (a) Seller full Purchasers and each of the Shareholders hereby jointly and severally agree subsequent to the Closing Date to indemnify and hold Purchaser and persons serving as shareholders, their officers, directors, employees or agents thereof employees, agents, shareholders and partners (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") and defend and hold them harmless from, and against any damagesloss, liabilitiesliability, lossesdeficiency, taxesdamage, finesexpense or cost (including reasonable legal expenses), penaltiesthat Purchaser Indemnified Parties may suffer, costssustain or become subject to, and expenses as a result of (includinga) any misrepresentation in any of the representations or breach of any of the warranties of Seller or the Shareholders contained in this Agreement or in any exhibits, without limitationschedules, reasonable fees certificates or other agreements or documents delivered or to be delivered pursuant to the terms of counselthis Agreement or otherwise incorporated in this Agreement (collectively, the "Related Documents"), or (b) any breach of, or failure to perform, any agreement or covenant of Seller or the Shareholders contained in this Agreement or any of the Related Documents (collectively, "Purchaser Indemnified Losses") of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of ). In the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (i) fraud or intentional misrepresentation by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto; (ii) any other breach of any representation, warranty or covenant of Seller or any of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except to the extent such liability is covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from event any Purchaser Indemnified Party incurs any Purchaser Losses, Purchasers, in addition to all other rights and remedies available to them, shall have the right to set off the amount of such Purchaser Losses that are in excess of: (i) first against the amount of the Purchase Price; Price which is held in an interest bearing escrow pursuant to the Escrow Agreement and (ii) second against the value Contingent Consideration that has been earned but not paid. In the event that no Contingent Consideration has been earned or that the Contingent Consideration that has been earned is less than the amount that is due and payable to Purchasers as a result of an indemnification claim, the FDI stock issued to Purchasers may take action against Seller (valued at the Date of Closing)and Shareholders for such indemnification claim amount.

Indemnification by Seller and Shareholders. In addition to From and in no way limiting any other provisions after the Closing, each of this Agreement: (a) Seller and each of the Shareholders hereby agrees to jointly and severally agree subsequent to the Closing Date to indemnify indemnify, defend and hold Purchaser save NovaMed and persons serving as shareholders, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses its respective Affiliates (including, without limitation, the New LLC) and each of its respective officers, directors, employees, agents and fiduciaries (each, a "NovaMed Indemnified Party"), forever harmless from and against, and to pay to a NovaMed Indemnified Party or reimburse a NovaMed Indemnified Party for (in either case within ten business days of its receipt of notice in accordance with the terms of this Article from any NovaMed Indemnified Party), any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of counselattorneys, accountants and other experts) (individually and collectively, the "Purchaser Indemnified Losses") of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be actually sustained or suffered incurred by any of them NovaMed Indemnified Party relating to, resulting from, arising out of or based upon otherwise by virtue of any of the following mattersfollowing: (ia) fraud any misrepresentation or intentional misrepresentation breach of a representation or warranty contained in this Agreement or in the Transaction Documents by Seller or any of the Shareholders in Shareholder, or non-compliance with or breach by Seller or any Shareholder of any of its/his the covenants or agreements contained in this Agreement or the Transaction Documents to be performed by Seller, Shareholders or any of their respective Affiliates; (b) the operation of the Business, including the use of the Assets and the Excluded Assets, on or prior to the Closing Date; (c) any Tax liability of Seller or any Shareholder; (d) any violations of or obligations under Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising on or prior to the Closing Date, whether or not such acts, omissions, circumstances or conditions constituted a violation of Environmental and Safety Requirements as then in effect; (e) any liabilities relating to or arising from the provision of (or failure to provide) professional medical services, including any liabilities relating to the failure, prior to the Closing Date, to adhere to or comply with any Medicare and Medicaid requirements or Fraud and Abuse Laws; (f) any action, demand, proceeding, investigation or claim (whenever made) by any third party (including Governmental Authorities) against or affecting NovaMed or its Affiliates which, if successful, would give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations, warranties or covenants under contained in this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or theretothe Transaction Documents of Seller; (iig) the Excluded Assets or Excluded Liabilities; or (h) any other breach claim for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement based upon any representation, warranty or covenant of alleged agreement between the claimant and Seller or any of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except to the extent such liability is covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued to Seller (valued at the Date of Closing)Shareholder.

Indemnification by Seller and Shareholders. In addition to and in no way limiting any other provisions of this Agreement: The Maple Companies (a) Seller and each of the Shareholders hereby jointly and severally agree subsequent prior to the Closing Date only) Seller, Shareholders and Guarantor (collectively be referred to indemnify as the “Seller Group”), jointly and severally, shall indemnify, defend and hold Purchaser and persons serving as shareholdersharmless Buyer, its officers, directors, employees or agents thereof employees, agents, representatives, subsidiaries, affiliates and Buyer’s successors and assigns (individually each a "Purchaser “Buyer Indemnified Party" and ” or, collectively, the "Purchaser “Buyer Indemnified Parties"”) harmless from, from and against any damagesand all actions, suits, claims, demands, debts, liabilities, obligations, losses, taxesdamages, finescosts and expenses, penaltiesincluding reasonable attorney’s fees and court costs (“Loss”, costsor “Losses”), and expenses (including, without limitation, reasonable fees of counsel) (collectively, "Purchaser Indemnified Losses") of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon caused by, directly or indirectly, any of the following mattersfollowing; provided, the determination of Losses shall be made without regard to any materiality qualification: 10.1.1 Any misrepresentation, breach or failure of any warranty or representation made by the Seller Group in or pursuant to this Agreement. It is understood by the parties that the representations and warranties made by the Seller Group (iexcept for the Maple Companies) fraud in this Agreement survive until the Expiration Date (as set forth in Section 12.4 herein). 10.1.2 Any failure or intentional misrepresentation refusal by Seller or any of the Shareholders in Seller Group to satisfy or perform any covenant, term or condition of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement agreement to be executed and delivered pursuant hereto to this Agreement that is required to be satisfied or thereto;performed by any or all of them. 10.1.3 The unpaid Taxes of (i) any member of the Maple Group for any Pre-Closing Tax Periods and the portion through the end of the Closing Date for any Straddle Tax Period and (ii) any other breach of any representation, warranty or covenant of Seller Person under Treasury Regulation Section 1.1502-6 (or any similar provision of the Shareholders under this Agreement or any Related Agreement or in any certificatestate, schedule, exhibit or financial statement delivered pursuant hereto or theretolocal, or foreign law) as a transferee or successor, by reason contract or otherwise; provided, however, in the case of any claim10.1.3(i) and 10.1.3(ii), action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except Sellers shall only be liable to the extent such liability is covered Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Closing Balance Sheet. 10.1.4 Obligations described in Sections 7.1.11 and Section 7.1.12. 10.1.5 Any Proceeding against the Buyer Indemnified Parties by a policy any Person arising out of insurance carried by Purchaser and/or FDI. Regardless or caused by, directly or indirectly, any act or omission of anything herein to the contrary, Seller and each any of the Shareholders shall not be responsible to indemnify Maple Companies, or any of its equity holders, managers, officers, employees, agents or representatives, occurring at any time on or before the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are Closing Date. 10.1.6 Any lack of customary insurance coverage for a similar company engaged in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued to Seller (valued at the Date of Closing)a similar business. 10.1.7 Any Proceeding disclosed on Schedule 3.19.

Indemnification by Seller and Shareholders. In addition The Seller, and each Shareholder, jointly and severally, agree to indemnify, defend and hold harmless Buyer against and in no way limiting respect of any other provisions Losses incurred by Buyer which arise out of this Agreementor result from: (a) Seller and each any breach of any representation or warranty of the Shareholders hereby jointly and severally agree subsequent Seller contained in this Agreement or any Ancillary Agreement; (b) any breach of any covenant of the Seller contained in this Agreement or in any Ancillary Agreement; (c) any liability to the Closing Date any employee of Seller with respect to indemnify and hold Purchaser and persons serving as shareholdersany wages or benefits due an employee of Seller, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, including without limitation, reasonable fees of counsel) (collectivelyany liability for employee severance or termination payments or benefits, "Purchaser Indemnified Losses") of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigationCOBRA benefits, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or otherwise in connection with the operation of the Business by Seller, or the consummation of the transactions contemplated by this Agreement, and whether the employment of any such employee of the Seller is terminated prior to, on or after the Closing; (d) any liability suffered or incurred by Buyer in respect of or in connections with any liabilities of Seller to the extent not expressly assumed by Buyer hereunder; (e) any and all Taxes of Seller, direct or indirect, fixed, contingent or otherwise, which exist at or as of the Closing Date or which arise after the Closing Date, but which are based upon or arise from any act, omission, transaction, circumstance, sale of goods or services, state of facts or other condition which occurred or existed on or before the Closing Date, whether or not then known, due or payable; (f) any Loss based upon, arising out of or otherwise in connection with the ownership of the following matters:Assets or operation of the Business on or prior to the Closing; (g) any liability based upon, arising out of or otherwise in connection with any product liability Claim relative to goods sold, leased or delivered by the Seller prior to, on or after the Closing Date other than to Buyer; (h) any liability based upon, arising out of or otherwise in connection with any environmental matters relative to any activities or properties of Seller. (i) fraud any liability for warranty Claims relative to goods sold, leased or intentional misrepresentation delivered by the Seller prior to, on or any after the Closing Date in excess of the Shareholders Product Warranty Reserve. In lieu of and in or of any of its/his representationsaddition to the rights set forth above, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto; (ii) any other breach of any representation, warranty or covenant of Seller or any Buyer shall have the right to offset proportionately against the principal amount of the Shareholders under this Agreement or Notes any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except to the extent such liability is Losses covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued to Seller (valued at the Date of Closing)above Section 10.2.

Indemnification by Seller and Shareholders. In addition to and in no way limiting any other provisions of this Agreement: (a) Seller and each the Shareholders, jointly and severally, hereby agree, effective as of the Shareholders hereby jointly Closing, to pay, and severally agree subsequent to the Closing Date to indemnify indemnify, save and hold Purchaser harmless DCRI and persons serving as shareholdersBuyer, their affiliates, and their respective officers, directors, stockholders and employees or agents thereof (individually a "Purchaser Indemnified Party" from and collectivelyagainst, the "Purchaser Indemnified Parties") harmless from, any and against any all damages, liabilities, losses, taxesclaims, deficiencies, penalties, interest, expenses, clean-up costs, fines, penaltiesassessments, costs, charges and expenses costs (including, without limitation, reasonable fees attorneys' fees, costs of counselinvestigation and court costs) (collectively, "Purchaser Indemnified LossesLOSSES") of any kind imposed on, incurred by or nature whatsoever asserted against such person or entity (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (i) fraud or intentional misrepresentation by Seller or any of them) in any way relating to or arising from or out of (a) any liability, obligation, contract, debt, lien, litigation, dispute or commitment of Seller or the Shareholders, including, without limitation, any product liability or breach of warranty claims relating to services or products provided by Seller any liability arising from any bulk sale or bulk transfer law, other than obligations expressly assumed by DCRI or Buyer herein or in the Lease Assignments, the Assumed Liabilities or the Assumed Contracts, (b) any act or omission of the Shareholders prior to or at the Closing, other than obligations expressly assumed by DCRI or Buyer herein or in the Lease Assignments, the Assumed Liabilities or the Assumed Contracts, (c) the use, ownership or operation of the Assets or the conduct of the Business prior to or at the Closing, (d) the breach of any covenant of Seller or the Shareholders or the failure of Seller or the Shareholders to perform any obligation of Seller or the Shareholders contained in this Agreement or in the other agreements and documents contemplated hereby, (e) any material inaccuracy in or breach of any representation or warranty of its/his representationsSeller or the Shareholders, warranties or covenants under contained in this Agreement or any Related Agreement other agreement or in any certificatedocument contemplated hereby, schedule, exhibit or financial statement delivered pursuant hereto or thereto; (iif) any other breach all tax liabilities of any representation, warranty or covenant of Seller or any of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or theretoSeller, or by reason of any claimShareholders, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except to the extent such liability is covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: other than (i) all real property taxes for the Purchase Price; Leased Properties that are attributable to periods subsequent to the Closing and for which the tenant is responsible under the Real Property Leases, and (ii) all personal property taxes of Seller that are attributable to periods subsequent to the value of Closing; (g) any failure to comply with applicable bulk sales laws in connection with the FDI stock issued Transaction, and (h) except for those obligations assumed by Buyer pursuant to Seller (valued at the Date of Closing).this Agreement, any liability to Employees or

Indemnification by Seller and Shareholders. In addition to and Provided Purchaser makes a written claim for indemnification against Seller and/or Shareholders within any applicable survival period specified in no way limiting any other provisions of this Agreement: (a) Section 12.1, Seller and each of the Shareholders hereby (jointly and severally agree subsequent to the Closing Date to severally, shall indemnify Purchaser against and hold Purchaser and persons serving as shareholders, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") it harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) (collectively, "Purchaser Indemnified Losses") of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (i) fraud any and all loss, damage, liability or intentional misrepresentation deficiency resulting from or arising out of any inaccuracy in or breach of any representation, warranty, covenant, or obligation made or incurred by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement herein or in any certificateother agreement, schedule, exhibit instrument or financial statement document delivered by or on behalf of Seller pursuant hereto or theretoto the provisions of the Agreement; (ii) any other breach imposition (including by operation of law) or attempted imposition by a third party upon Purchaser of any representation, warranty or covenant liability of Seller or any which Purchaser has not specifically agreed to assume pursuant to Sections 3.1 and 3.2 of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; andAgreement; (iii) any liability (except for any Assumed Liabilities described in Section 3.1 and 3.2) or other obligation incurred by or imposed upon Purchaser resulting from the failure of Seller or the parties to comply with the provisions of any law relating to bulk transfers which may be applicable to the transaction herein contemplated; (iv) any and all costs and expenses (including reasonable legal and accounting fees) related to any of the foregoing, subject to the provisions of Section 12.5. Except as otherwise provided in this Agreement, nothing in this Section 12.3 shall be construed to limit the amount to which, or the time by which, by reason of offset or otherwise, the Purchaser may recover from Seller or the Shareholders relating pursuant to this Agreement resulting from Seller's or the Shareholders' breach or violation of any representation, warranty, covenant or agreement contained herein. Any amounts to which Purchaser, its successors or assigns, is entitled to indemnification pursuant to the provisions of this Section, subject to the provisions of Section 12.5, shall first be offset against the amount payable to Seller under the promissory note. Provided, however, the offset in any one year may not exceed the aggregate amount of principal and interest due on said promissory note for said year. Prior to any Excluded Liabilities except setoff, Purchaser shall send written notice to the extent holder of the Promissory Note (the _Holder_) stating with reasonable specificity the basis for Purchaser's right to such liability is covered indemnification payment. If within fifteen (15) days after receipt of such notice of setoff, the Holder contests in writing sent to Purchaser, Purchaser's claim of indemnification under this Section 12, then the amount which Purchaser could otherwise have paid to the holder but for the exercise of such right of setoff shall be paid into an interest bearing escrow account maintained by a policy of insurance carried bank selected by Purchaser and/or FDI. Regardless pursuant to a written escrow agreement signed by the parties to this Agreement or a bank account under the joint control of anything herein the parties to this Agreement, to be held in such account until Purchaser and the Holder have reached Agreement as to the contraryamount, Seller if any, of such indemnification payment and each setoff, or until there has been a judicial resolution of such matter, at which time the amount held in such segregated account, together with any interest accrued thereon, shall be released to the prevailing party, as appropriate and/or instructed. Purchaser and the Holder agree that they will use their best efforts to resolve any such dispute within thirty (30) days of receipt of notice by Purchaser of the Shareholders shall not be responsible Holder's objections to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued to Seller (valued at the Date of Closing)setoff.

Indemnification by Seller and Shareholders. In addition Seller and the Shareholders, jointly and severally, agree to and shall indemnify in no way limiting any other provisions of this Agreement: (a) Seller full Purchasers and each of the Shareholders hereby jointly and severally agree subsequent to the Closing Date to indemnify and hold Purchaser and persons serving as shareholders, their respective officers, directors, employees or agents thereof employees, agents, shareholders and partners (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") and defend and hold them harmless from, and against any damagesloss, liabilitiesliability, lossesdeficiency, taxesdamage, finesexpense or cost (including reasonable legal expenses), penaltiesthat Purchaser Indemnified Parties may suffer, costssustain or become subject to, and expenses as a result of (includinga) any misrepresentation in any of the representations or breach of any of the warranties of Seller or the Shareholders contained in this Agreement or in any exhibits, without limitationschedules, reasonable fees certificates or other agreements or documents delivered or to be delivered pursuant to the terms of counselthis Agreement or otherwise incorporated in this Agreement (collectively, the "Related Documents"), (b) any breach of, or failure to perform, any agreement or covenant of Seller or the Shareholders contained in this Agreement or any of the Related Documents, or (c) any matters disclosed on any schedule hereto (collectively, "Purchaser Indemnified Losses") ). In the event any Purchaser Indemnified Party incurs any Purchaser Losses, Purchasers, in addition to all other rights and remedies available to Purchasers, shall have the right to set off the amount of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement such Purchaser Losses against the amount of the foregoingPurchase Price which is held in escrow (the "Escrow Fund") which may be sustained pursuant to the Escrow Agreement. Notwithstanding anything to the contrary set forth in this Section 9.1, in the event that any Purchaser Indemnified Party incurs any Purchaser Losses as a direct result of a misrepresentation or suffered by any breach of them arising out warranty in Section 3.5 ("Absence of or based upon any of the following matters: Undisclosed Liabilities"), then (i) fraud or intentional misrepresentation by Seller or any of such Purchaser Indemnified Party shall first proceed against the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto; (ii) any other breach of any representation, warranty or covenant of Seller or any of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except Escrow Fund to the extent such liability is covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contrary, Seller and each of the Shareholders shall not be responsible to indemnify Escrow Fund, and thereafter against the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; Shareholders, and (ii) the value indemnification obligation of any Shareholder with respect to such Purchaser Losses shall not exceed such Shareholder's Allocable Portion (as hereinafter defined) of such Purchaser Losses. For purposes of this Section 9.1, "Allocable Portion" means, with respect to any Shareholder at any point in time, that portion of a particular amount which, when expressed as a percentage, is equal to the FDI stock issued percentage set forth next to Seller (valued at such Shareholder's signature line on the Date applicable signature page of Closing)this Agreement.

Indemnification by Seller and Shareholders. In addition to and in no way limiting any other provisions of this Agreement: (a) Except as otherwise provided in Section 10.1(b) below Seller and each of the Shareholders hereby Shareholder, jointly and severally severally, agree subsequent to the Closing Date to and shall indemnify in full Buyer (and hold Purchaser its Affiliates and persons serving as shareholders, their respective officers, directors, employees or employees, agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counselshareholders) (collectively, "Purchaser the “Buyer Indemnified Losses"Parties”) and defend and hold the Buyer Indemnified Parties harmless against any Losses that the Buyer Indemnified Parties suffer, sustain or become subject to as a result of (i) any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid misrepresentation in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: representations or breach of any of the warranties of Seller or Shareholder contained in this Agreement, (iii) fraud any breach of, or intentional misrepresentation failure to perform, any agreement or covenant of Seller or Shareholder contained in this Agreement, (iii) the Excluded Liabilities, (iv) any claim of liability for injury or damage to person or property caused or alleged to have been caused by the use or operation of products engineered, designed, monitored, tested or serviced by or on behalf of Seller prior to the Closing Date, (v) any claim of non-compliance with Environmental Laws by Seller or any of the Shareholders properties owned, leased or operated by Seller at any time prior to Closing, for damages as a result thereof and any investigation and remediation liabilities incurred by Buyer to bring the Assets and Business into compliance with all applicable Environmental Laws, (vi) any claim for refund or reimbursement of any payment made to Seller or Buyer by any person who was a customer of the Business on or prior to the Closing Date based on preference or priority as asserted by any receiver or trustee in bankruptcy or bankruptcy court; (vii) Seller’s non-compliance with any federal, state or local immigration Law, including, but not limited to, the Immigration Reform and Control Act of 1986; or (viii) any claim by Lightning Diversion Systems regarding alleged proprietary interests (collectively, “Buyer Losses”). (b) Seller and Shareholder shall be jointly and severally liable and shall indemnify the Buyer Indemnified Parties and hold them harmless from and against, any Loss, attributable to (i) all taxes which are Excluded Liabilities; (ii) all taxes of any member of an “affiliated group” (within the meaning of Section 1504 of the Code) of which Seller (or any predecessor of any of its/his representationsthe foregoing) is or was a member on or prior to the Closing Date, warranties or covenants under this Agreement including pursuant to Treasury Regulation section 1.1502-6 or any Related Agreement analogous or in any certificatesimilar provision of foreign, schedulestate or local law, exhibit or financial statement delivered pursuant hereto or thereto; (ii) any other breach of any representation, warranty or covenant of Seller or any of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation and all taxes of any other person that Seller is liable for as a result of joint and several liability, transferee liability, successor liability, contractual liability, pursuant to any law, or otherwise (iv) any taxes imposed on any Buyer Indemnified Party as a transferee of or successor to Seller (or any Affiliate of the Shareholders relating Seller) and which arise or relate to Seller’s failure to file any Excluded Liabilities except to the extent such liability is covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from Tax Return or pay any Purchaser Indemnified Losses that are in excess of: (i) the Purchase PriceTaxes; and (iiv) all Losses or Taxes resulting from a breach of representation or warranty contained in Section 2.27. For the value avoidance of doubt, the FDI stock issued limitations set forth in Sections 10.6(b) and (c) shall not apply to Seller (valued at the Date of Closingthis Section 10.1(b).

Indemnification by Seller and Shareholders. In addition Subject to the other terms and in no way limiting any other provisions conditions of this AgreementSection 11, Seller (prior to Closing only) and each Shareholder (the “Seller Indemnifying Parties”) shall jointly and severally (except with respect to Section 11.2(b), which shall be severally and not jointly), indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnified Parties to the extent based upon, arising out of, or by reason of: (a) Seller and each any inaccuracy in or breach of any of the Shareholders hereby jointly representations or warranties of Seller or any Shareholder contained in this Agreement (other than in Section 3.6), as of the date such representation or warranty was made or as if such representation or warranty was made on and severally agree subsequent as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); provided, however, that, once there is such a breach or inaccuracy, qualifications as to materiality or similar qualifier contained in such representations and warranties shall not be given effect for the sole purpose of calculating the amount of any Losses; (b) any inaccuracy in or breach of any of the representations or warranties of each Shareholder in Section 3.6; (c) any breach of any covenant, agreement or obligation to be performed by Seller or a Shareholder pursuant to this Agreement or any other Transaction Document; (d) any Taxes owed by Seller attributable to periods prior to and including the Closing Date to indemnify and hold Purchaser and persons serving as shareholders, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) (collectively, "Purchaser Indemnified Losses") extent in excess of any kind applicable accrual therefor in the Financial Statements (subject to any increase in such accrual reflected in the Final Net Working Capital); (e) any Losses attributable or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement the pre-Closing operation of the foregoingXxxxxx Xxxxxxx Xxxxx Xxxxxx LLC Standardized 401(K) which may be sustained Profit Sharing Plan or suffered by otherwise any breach of them Section 3.16 related to such Plan; or (f) any Third Party Claim to the extent it is based upon, resulting from or arising out of the business, operations, properties, assets or based upon any of the following matters: (i) fraud or intentional misrepresentation by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto; (ii) any other breach of any representation, warranty or covenant obligations of Seller or any of the Shareholders under this Agreement its Affiliates conducted, existing or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract arising prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except Closing to the extent such liability is covered by claim arises from a policy breach of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties any representation or warranty set forth in Section 3 or results from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued to Seller (valued at the Date of Closing)gross negligence.

Indemnification by Seller and Shareholders. In addition Subject to the other terms and in no way limiting any other provisions conditions of this AgreementArticle 11, Seller and each Shareholder, jointly and severally, shall indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees to the extent based upon, arising out of, with respect to or by reason of: (a) Seller and each any inaccuracy in or breach of any of the Shareholders hereby jointly representations or warranties of Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller and/or any Shareholder pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and severally agree subsequent to as of the Closing Date (except for representations and warranties that expressly relate to indemnify and hold Purchaser and persons serving as shareholders, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" and collectivelyspecified date, the "Purchaser Indemnified Parties") harmless frominaccuracy in or breach of which will be determined with reference to such specified date); provided, however, that, once there is such a breach or inaccuracy, qualifications as to material, materiality or similar qualifier contained in such representations and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees warranties shall not be given effect for the sole purpose of counsel) (collectively, "Purchaser Indemnified Losses") calculating the amount of any kind Losses (b) any breach of any covenant, agreement or nature whatsoever obligation to be performed by Seller and/or Shareholders pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller and/or any Shareholder pursuant to this Agreement; (whether c) any Excluded Asset or not any Retained Liability; or (d) any Third Party Claim to the extent it is based upon, resulting from or arising out of third party claims and including all amounts paid in investigationthe business, defense operations, properties, assets or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (i) fraud or intentional misrepresentation by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto; (ii) any other breach of any representation, warranty or covenant obligations of Seller or any of its Affiliates (other than the Shareholders under this Agreement Purchased Assets or any Related Agreement Assumed Liabilities) conducted, existing or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract arising prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except to the extent such liability is covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued to Seller (valued at the Date of Closing)Closing Effective Time.

Indemnification by Seller and Shareholders. In addition Subject to the conditions ------------------------------------------ and in no way limiting any other provisions of this Agreement: (a) Section 4.3, Seller and each of the Shareholders hereby Shareholders, jointly and severally severally, agree subsequent to the Closing Date to indemnify indemnify, defend and hold Purchaser and persons serving as shareholders, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") harmless from, Buyer from and against any and all demands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, damages, liabilities, lossescosts and expenses, taxes, fines, penalties, costs, and expenses (including, without limitationbut not limited to, reasonable interest, penalties and attorneys' fees and disbursements, asserted against, imposed upon or incurred by Buyer, directly or indirectly, by reason of counselor resulting from (a) (collectivelyany liability, "Purchaser Indemnified Losses") of any kind obligation, or nature whatsoever claim (whether absolute, accrued, contingent or otherwise and whether a contractual, tax or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to Section 1.3, arising out of third party claims and including all amounts paid in investigationof, defense relating to or settlement of resulting from the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (i) fraud or intentional misrepresentation by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto; (ii) any other breach of any representation, warranty or covenant business of Seller or relating to or resulting from the Assets during the period prior to the Closing Date; (b) any misrepresentation or breach of the Shareholders under representations and warranties of Seller contained in or made pursuant to this Agreement or Agreement; (c) any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct noncompliance by Seller with any covenants, agreements or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation undertakings of Seller contained in or made pursuant to this Agreement; and (d) Seller's failure to comply with any of applicable bulk sales statutes, laws, rules, regulations or orders. Notwithstanding anything to the Shareholders relating contrary herein, Buyer shall not seek indemnification from Seller with respect to any Excluded Liabilities except representations regarding the Accounts Receivable to the extent such liability the Deferred Purchase Price is covered reduced by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued to Seller (valued at the Date of Closing)Accounts Receivable Adjustment.

Indemnification by Seller and Shareholders. In addition To the extent that such Claim, as defined below, is not covered by an Owner’s Title Insurance Policy issued to and Purchaser in no way limiting any other provisions of connection with this Agreement: transaction, State Insurance, or a Third Party Insurance Policy that Seller has maintained pursuant to this Agreement (a) collectively the “Insured Claims”), Seller and each of the Shareholders hereby shall jointly and severally agree subsequent to the Closing Date to indemnify and hold harmless Purchaser and persons serving as its successors and their respective shareholders, employees, officers, directors, employees or representatives and agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") harmless from, from and against any and all damages, losses, obligations, liabilities, lossesclaims, taxes, finesencumbrances, penalties, costscosts and expenses, and expenses (including, including without limitation, reasonable attorneys’ fees (and costs and reasonable attorneys’ fees as is provided by Law in respect of counselany suit to enforce this provision) (collectivelyeach a “Claim”) arising from or relating to (a) any misrepresentation, "Purchaser Indemnified Losses"breach of warranty or nonfulfillment of any of the covenants or agreements of Seller in this Agreement; (b) any liability, obligation or commitment of any nature (absolute, accrued, contingent or other) of any kind Seller or nature whatsoever (whether relating to the Acquired Assets or not the operation of the Business arising out of third party claims and transactions entered into or events occurring prior to the Transfer Date, including all amounts paid in without limitation, any successor liability or responsible officer liability asserted against Purchaser for Taxes or otherwise relating to events occurring prior to the Transfer Date; (c) any investigation, defense civil, criminal or settlement administrative action, notice or demand letter, notice of the foregoing) which may be sustained violation, or suffered other proceeding by any Governmental Entity with respect to ground or surface water, soil or air contamination, the storage, treatment, release, transportation or disposal of them arising out Hazardous Materials, or the use of or based upon any of the following matters: (i) fraud or intentional misrepresentation underground storage tanks by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto; (ii) any other breach of any representation, warranty or covenant of Seller or any of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except to the extent such liability is covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein contamination, storage, treatment, release, transportation, disposal or use occurred relating to any time on or before the Transfer Date; (d) any investigation, civil, criminal or administrative action with respect to the contrary, Seller’s Benefit Obligations or Seller’s Plans; (e) any COBRA obligation of Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties arising from any Purchaser Indemnified Losses that are in excess of: (iqualifying event as defined under Code Section 4980B(f)(3) and ERISA Section 603 occurring on or before the Purchase PriceTransfer Date; and (iif) the value any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the FDI stock issued foregoing. In addition, Seller shall indemnify and hold Purchaser harmless from and against any loss, claim, expense, damage or liability (including reasonable attorneys’ fees and expenses as is provided by law) to which Purchaser and/or the Acquired Assets may become subject insofar as such loss, claim, damage or liability (or actions in respect thereof) arises out of or is based upon a breach or alleged breach of, or failure to comply with any provision of, or to give any notice or make any filing pursuant to, any bulk sales Law or any similar Law of any state or other jurisdiction. Nothing in this Section 14.01 shall estop or prevent either Seller (valued at or Purchaser from asserting as a bar or defense to any action or proceeding brought under any state bulk sales Law that such Law is not applicable to the Date of Closing)transactions contemplated by this Agreement.

Indemnification by Seller and Shareholders. In addition Subject only to Section 7.5, Seller and Shareholders shall, jointly and severally, indemnify, defend, and hold harmless Parent, Buyer, its Affiliates, and their officers, directors, employees, stockholders, agents, and other representatives (collectively, “Buyer Indemnitees”) against and in no way limiting respect of any other provisions of this Agreementand all losses, costs, expenses, claims, damages, Proceedings, charges, complaints, demands, injunctions, judgments, orders, decrees, rulings, directions, dues, penalties, fines, amounts paid in settlement, Taxes, liens, losses, and fees, court costs, obligations, and liabilities, including interest, penalties, and attorneys fees, and disbursements (“Damages”), arising out of, based upon or otherwise in respect of: (a) Seller and each of the Shareholders hereby jointly and severally agree subsequent to the Closing Date to indemnify and hold Purchaser and persons serving as shareholders, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) (collectively, "Purchaser Indemnified Losses") of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (i) fraud or intentional misrepresentation by Seller or any of the Shareholders inaccuracy in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto; (ii) any other breach of any representation, representation or warranty or covenant of Seller or any of the Shareholders under Shareholder made in or pursuant to this Agreement or the Disclosure Statement; (b) any Related Agreement breach or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason nonfulfillment of any claim, action covenant or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation of Seller or any Shareholder contained in this Agreement or any other Transaction Document; (c) any liability arising out of the Shareholders relating Business and the ownership or operation of the Purchased Assets before the Effective Time, and any liabilities of Seller arising after the Effective Time; (d) any liability for or with respect to Taxes (whether or not reserved against or contested) for taxable periods up to and including the Closing Date; (e) any warranty or product liability claim for or with respect to any Excluded Liabilities except product or component thereof manufactured or shipped, or any services provided by Seller with respect to the extent such Business, in whole or in part, before the Effective Time; (f) any noncompliance with or liability is covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contrary, Seller and each under any bulk sales Laws or fraudulent transfer law in respect of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued Contemplated Transactions or under the WARN Act or any similar Law; (g) any Environmental Liabilities; and (h) any Retained Liabilities. To the extent that any claim for indemnification may be made under Section 7.1(a) and any other provision of this Agreement, then Buyer and Parent shall have the right, in their sole discretion, to Seller (valued at the Date of Closingtreat such claim only under such other provision and not under Section 7.1(a).

Indemnification by Seller and Shareholders. In addition to (i) Each Shareholder, severally and not jointly, will indemnify and hold harmless Purchaser and its directors, officers, shareholders, employees, agents, subsidiaries and affiliates (collectively, the “Purchaser Indemnified Persons”), and will reimburse the Purchaser Indemnified Persons for, any loss, liability, claim, damage or expense (including reasonable costs of investigation and defense and reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising or resulting from or in no way limiting connection with any other provisions misrepresentation, inaccuracy or breach of any representation or warranty of such Shareholder set forth in Section 9 of this Agreement:. (aii) Seller and each of the Shareholders hereby Shareholders, jointly and severally agree subsequent severally, will indemnify and hold harmless the Purchaser Indemnified Persons, and will reimburse the Purchaser Indemnified Persons for, any Losses arising or resulting from or in connection with any of the following: (A) any misrepresentation, inaccuracy or breach of any representation or warranty of Seller and the Shareholders set forth in Section 10 hereof; (B) any breach of any covenant or obligation of Seller or the Shareholders in this Agreement (other than the Restrictive Covenants) or any of the Transaction Documents; (C) any Retained Liability; (D) any Retained Asset; (E) any claim by any person for payment of any fees or expenses incurred by Seller in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby (other than any claim for such fees or expenses which are reflected on the Final Closing Balance Sheet or which Purchaser has agreed to pay pursuant to Section 17); (F) any Taxes (other than Assumed Taxes) with respect to operations of the Business, ownership of the Purchased Assets, or employment of the Hired Employees for periods (or portions of periods) ending on or prior to the Closing Date to indemnify and hold Purchaser and persons serving as shareholders, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) (collectively, "Purchaser Indemnified Losses") of any kind or nature whatsoever (whether or not arising out reserved on the Final Closing Balance Sheet), and interest and penalties thereon whether accruing on prior to or following the Closing; or (G) any breach by Muzzah of third party claims and including all amounts paid in investigation, defense any covenant or settlement obligation under Section 7.02 of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (i) fraud or intentional misrepresentation by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto; (ii) any other breach of any representation, warranty or covenant of Seller or any of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and (iii) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except to the extent such liability is covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued to Seller (valued at the Date of Closing)Commercial Lease Agreement.

Indemnification by Seller and Shareholders. In addition From and after the date hereof, Seller and the Shareholders agree, jointly and severally, to indemnify fully, hold harmless, protect and in no way limiting any other provisions of this Agreementdefend Buyer and its Affiliates, and their respective directors, officers, agents and employees, successors and assigns from and against: (a) Seller any and each of the Shareholders hereby jointly and severally agree subsequent to the Closing Date to indemnify and hold Purchaser and persons serving all Losses (as shareholders, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties"defined below) harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) (collectively, "Purchaser Indemnified Losses") of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered incurred by any of them arising out of of, relating to or based upon any of the following matters: (i) fraud inaccuracy in, or intentional misrepresentation by Seller or breach of, any of the Shareholders in representations or warranties of any of its/his representationsSeller or Shareholders contained in this Agreement, warranties or covenants under this Agreement or any Related Agreement Transaction Document or in any certificate, schedule, exhibit the Schedules or financial statement delivered pursuant Exhibits hereto or thereto; (iib) any and all Losses incurred by any of them arising out of, relating to or based upon any failure to perform, or other breach of, any of the covenants or agreements of any representation, warranty or covenant of Seller or Shareholders contained in or incorporated into this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto; (c) any and all Losses incurred by any of them arising out of, relating to or based upon any of Seller’s assets that are not Purchased Assets or any of the Shareholders under this Agreement or Retained Liabilities; (d) any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or and all Losses incurred by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of them arising out of, relating to or based upon Seller’s ownership or use of the Shareholders or performance Purchased Assets prior to the Closing, including any Liability for any Taxes; (e) any and all Losses incurred by Seller or any of them arising out of, relating to or based upon the Shareholders under any Assumed Contract operation of Seller’s business prior to closingor after the Closing; and (iiif) any liability obligation of Seller or and all Losses incurred by any of the Shareholders them arising out of, relating to or based upon any Excluded Liabilities except claims made for workers’ compensation benefits or under any Employee Benefit Plan due with respect to any event occurring or circumstance existing prior to the extent such liability is covered by a policy Closing. The right of insurance carried by Purchaser and/or FDI. Regardless of anything herein Buyer and its Affiliates (and their respective directors, officers, agents and employees, successors and assigns) to the contrary, Seller and each of the Shareholders be indemnified hereunder for any Loss shall not be responsible to indemnify the Purchaser Indemnified Parties from limited or affected by any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value investigation conducted or notice or knowledge obtained by or on behalf of the FDI stock issued to Seller (valued at the Date of Closing)any such Persons.

Indemnification by Seller and Shareholders. In addition Provided the Purchaser’s Indemnitees (as defined herein) claim therefor is instituted by written notice within the applicable time periods specified in Section 9.1 above, each of Seller and the Shareholders, jointly and severally, shall indemnify, defend and hold harmless the Purchaser, its successors and assigns in interest, and each of their respective shareholders, directors, officers, and employees (the “Purchaser Indemnitees”) from and against any and all actual damages, awards, liabilities, judgments, payments, and other losses, all costs and expenses of investigating any claim, lawsuit or arbitration and any appeal therefrom, all reasonable attorneys’ fees incurred in connection therewith, and all amounts paid incident to and in no way limiting any other provisions compromise or settlement of this Agreementany such claim, lawsuit or arbitration (“Losses”) that may be incurred or suffered by the Purchaser which may arise out of or result from the following: (a) Seller and each any misrepresentation or breach of the Shareholders hereby jointly representations and severally agree subsequent to warranties contained in Article III hereof; (b) any misrepresentation or breach of the Closing Date to indemnify representations and hold Purchaser and persons serving as shareholders, officers, directors, employees warranties contained in Article IV hereof; (c) any breach of any covenant or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") harmless from, and against agreement of Seller or any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses Shareholder contained in this Agreement (including, without limitation, reasonable fees the Restrictive Covenants); (d) any Taxes of counsel) (collectivelySeller with respect to any period ending on or prior to the Closing Date, "Purchaser Indemnified Losses") or the portion of any kind period ending on the Closing Date, and any Taxes of any person that Seller is liable for in a period ending on the Closing Date (or nature whatsoever a portion of any period ending on the Closing Date) as a result of joint and several liability as a transferee or successor, by contract, or otherwise; (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoinge) which may be sustained or suffered any claim by any of them arising out of person for brokerage or finder’s fees or commissions or similar payments based upon any of agreement or understanding alleged to have been made by any such person with Seller or the following matters:Shareholders (or any person acting on their behalf) in connection with the transactions contemplated by this Agreement; (if) fraud or intentional misrepresentation any claim by any person for payment of any other expenses incurred by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under connection with this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto; (ii) any other breach of any representation, warranty or covenant of Seller or any of and the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closingtransactions contemplated hereby; and (iiig) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except to the extent such liability is covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contraryand all actions, Seller suits, proceedings, claims, demands, assessments, judgments, costs and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are expenses, including, without limitation, reasonable legal fees and expenses, incurred in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued to Seller (valued at the Date of Closing)enforcing this indemnity.

Indemnification by Seller and Shareholders. In addition Provided Purchaser No. 1 and/or Purchaser No. 2 make a written claim for indemnification against Seller and/or Shareholders within any applicable survival period specified in Section 11.1, and subject to and the limitations set forth in no way limiting any other provisions of this Agreement: (a) Section 11.7, the Seller and each of the Shareholders hereby (jointly and severally agree subsequent to the Closing Date to severally), shall indemnify Purchaser No. 1 and/or Purchaser No. 2 agaxxxx xxx xxxx xxxx xarmless from any and hold Purchaser and persons serving as shareholdersall loss, officersdamage, directors, employees liability or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) (collectively, "Purchaser Indemnified Losses") of any kind deficiency resulting from or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following mattersof: (i) fraud any inaccuracy in or intentional misrepresentation breach of any representation, warranty, covenant, or obligation made or incurred by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement herein or in any certificateother agreement, schedule, exhibit (including exhibits and schedules) or financial statement legal instrument delivered by or on behalf of Seller pursuant hereto or theretoto the provisions of the Agreement; (ii) any other breach imposition (including by operation of any representation, warranty law) or covenant attempted imposition by a third party upon Purchaser No. 1 and/or Purchaser No. 2 of xxx Xxxxxxxx Xxxxility of Seller or any which Purchaser No. 1 has not specifically agreed to assume pursuant to Section 3.1 of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered and/or which Purchaser No. 2 has not specifically agreed to assume pursuant hereto or thereto, or by reason to Section 3.2 of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; andthis Agreement; (iii) any liability of Seller arising out of Seller's operation of Business No. 1 and/or Business No. 2, its ownership or use of the Purchased Assets No. 1 and/or Purchased Assets No. 2, or occupancy and use of the Real Estate prior to the Closing (except for any Assumed Liabilities No. 1 or Assumed Liabilities No. 2 described in Sections 3.1 and 3.2, respectively) or other obligation incurred by or imposed upon Purchaser No. 1 and/or Purchaser No. 2 resxxxxxx xxxx xxx xxxxxxx of the parties to comply with the provisions of any law relating to bulk transfers which may be applicable to the transaction herein contemplated; E53 (iv) any and all costs and expenses (including reasonable legal and accounting fees) related to any of the foregoing. Except as otherwise provided in this Agreement, nothing in this Section 11.3 shall be construed to limit the amount to which, or the time by which, by reason of offset or otherwise, that Purchaser No. 1 and/or Purchaser No. 2 may recover from Seller or any Shareholder pursuant to this Agreement resulting from Seller's or any Shareholder's breach or violation of the Shareholders relating any representation, warranty, covenant or agreement contained herein. Any amounts to any Excluded Liabilities except which Purchaser No. 1 and/or Purchaser No. 2, their successors or assigns, is entitled to indemnification pursuant to the extent such liability is covered by a policy provisions of insurance carried by Purchaser and/or FDI. Regardless of anything herein to this Section, shall first be offset against the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued amount payable to Seller (valued at against the Date subordinated promissory notes, then against any payments due under Section 4.6. Provided, however, the offset in any one year may not exceed the aggregate amount payable of Closing)principal and interest due on said applicable subordinated promissory notes for said year, and any amount, if any, payable under Section 4.6 for such year.