Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. In the event that the transactions provided for in this Agreement are completed and it is subsequently determined that the Corporation or the Parent or Buyer or any agent, employee, affiliate, successor or nominee of the Corporation or the Parent or Buyer, or any of the officers, directors, shareholders, subsidiaries, affiliates, employees and agents of any of the aforesaid (collectively the "Indemnified Parties") has or is subject to any loss, damage, liability, deficiency, claim, cost, recovery, expense (including interest, penalties and reasonable legal fees), assessment or re-assessment (collectively the "Claims") arising out of or from, the incorrectness, failure, non-compliance or other breach of any representation, warranty or covenant made by the Sellers pursuant to this Agreement, notwithstanding any investigations made by the Parent or Buyer or its representatives, and including any accounts receivables of the Corporation existing as of the Time of Closing which have not been collected within 180 days from the Time of Closing, the Sellers unconditionally agree to indemnify and save harmless the Indemnified Parties for the amount of such Claims, accounts receivables and any liability for Taxes arising in the Corporation or holding Companies for periods prior to the Effective Date. The obligation of the Sellers to indemnify the Indemnified Parties pursuant to the foregoing is limited, in the case of accounts receivables of the Corporation, to the amount of accounts receivable which have not been collected in full within 180 days of the Closing Date and which, in the aggregate, exceed fifteen percent (15%) of the aggregate amount (before deduction of any reserve or allowance for doubtful accounts) of all accounts receivable of the Corporation on the Closing Date; notwithstanding the foregoing, the Sellers shall not be responsible to indemnify any party in respect of any accounts receivable or other intercorporate debt between and among any of Logicorp, LSG, 123557 and 591360. Any Claim against the Sellers under this section shall be in writing and shall be made within one hundred and twenty (120) days of the date on which such representation or warranty ceases to survive according to the provisions of this Agreement. In the event that the Sellers make an indemnity payment with respect to accounts receivable, then the uncollected accounts receivable in respect of which the indemnity payment is made, shall be transferred and assigned to the Sellers as of the date of the indemnity payment. The Indemnified Parties shall forthwith notify the Sellers of any liability or Claim for which the Sellers may be liable hereunder promptly after the Indemnified Parties receive notice thereof and the Sellers shall have the right to participate in any negotiations with respect thereto. The Sellers shall at all times have the right, at its joint sole expense, to dispute and contest any liability to, or Claim asserted by, any person other than the Indemnified Parties for which the Sellers may be liable hereunder, provided that the Sellers first admit to the Buyer that if there is a liability in respect of such Claim, the Sellers is responsible for such liability. The Indemnified Parties shall, and shall cause the Corporation to, fully co-operate with the Sellers and its counsel in any proceedings with respect to any such liability. There shall be no obligation for the Sellers to indemnify the Parent or the Buyer:

Indemnification by Sellers. In From and for twelve (12) months after the event that the transactions provided for in this Agreement are completed Closing, Sellers shall hold harmless and it is subsequently determined that the Corporation or the Parent or Buyer or any agent, employee, affiliate, successor or nominee indemnify each of the Corporation Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or the Parent or Buyer, or incurred by any of the officers, directors, shareholders, subsidiaries, affiliates, employees and agents of Indemnitees or to which any of the aforesaid Indemnitees may otherwise become subject (collectively the "Indemnified Parties") has regardless of whether or is subject not such Damages relate to any lossthird-party claim) and which arise from or as a result of, damage, liability, deficiency, claim, cost, recovery, expense or are connected with: (including interest, penalties and reasonable legal fees), assessment a) any inaccuracy in or re-assessment (collectively the "Claims") arising out of or from, the incorrectness, failure, non-compliance or other material breach of any representation, warranty or covenant made by the Sellers pursuant to this Agreement, notwithstanding any investigations made by the Parent or Buyer or its representatives, and including any accounts receivables of the Corporation existing as of the Time of Closing which have not been collected within 180 days from the Time of Closing, the Sellers unconditionally agree to indemnify and save harmless the Indemnified Parties for the amount of such Claims, accounts receivables and any liability for Taxes arising in the Corporation or holding Companies for periods prior to the Effective Date. The obligation of the Sellers to indemnify the Indemnified Parties pursuant to the foregoing is limited, in the case of accounts receivables of the Corporation, to the amount of accounts receivable which have not been collected in full within 180 days of the Closing Date and which, in the aggregate, exceed fifteen percent (15%) of the aggregate amount (before deduction of any reserve or allowance for doubtful accounts) of all accounts receivable of the Corporation on the Closing Date; notwithstanding the foregoing, the Sellers shall not be responsible to indemnify any party in respect of any accounts receivable or other intercorporate debt between and among any of Logicorp, LSG, 123557 and 591360. Any Claim against the Sellers under this section shall be in writing and shall be made within one hundred and twenty (120) days of the date on which such representation or warranty ceases to survive according to the provisions of this Agreement. In the event that the Sellers make an indemnity payment with respect to accounts receivable, then the uncollected accounts receivable in respect of which the indemnity payment is made, shall be transferred and assigned to the Sellers or GGC as of the date of the indemnity payment. The Indemnified Parties shall forthwith notify the Sellers this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (b) any inaccuracy in or breach of any liability representation or Claim warranty of Sellers or GGC as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which the need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (c) any breach of any covenant or obligation of Sellers may be liable hereunder promptly after the Indemnified Parties receive notice thereof and the Sellers shall have the right to participate or GGC set forth in this Agreement; (d) any negotiations with respect thereto. The Sellers shall at all times have the right, at its joint sole expenseClosing Indebtedness or Acquired Company Transaction Expenses, to dispute and contest the extent not credited against the payment of the Purchase Price by Purchaser; (e) (i) any liability to, or Claim asserted by, any person other than Taxes of the Indemnified Parties for which the Sellers may be liable hereunder, provided that the Sellers first admit to the Buyer that if there is a liability in respect of such Claim, the Sellers is responsible for such liability. The Indemnified Parties shall, and shall cause the Corporation to, fully co-operate with the Sellers and its counsel in any proceedings Acquired Companies with respect to any Pre-Closing Tax Period or with respect to the portion of any Straddle Period ending on the Closing Date, to the extent not credited against the payment of the Purchase Price by Purchaser and (ii) any Taxes arising out of or related to a Permitted Activity; and (f) the termination of the employment of any Key Employee identified in Exhibit B hereto, either for Cause by the Purchaser or without Good Reason by the Key Employee, within the 12 month period following the Closing (a “Premature Departure”); and provided, however, that in no event shall such liabilityDamages be “double counted” for purposes of this Article 10. There For purposes of (f) above, the Parties agree that the amount of Damages applicable to a Premature Departure shall be no obligation for vary depending on the Sellers to indemnify Key Employee who is the Parent or the Buyer:subject of a Premature Departure as set forth in Exhibit B.

Indemnification by Sellers. In Sellers will indemnify and hold Buyer harmless at all times after the event that the transactions provided for in date of this Agreement are completed against and it is subsequently determined that the Corporation or the Parent or Buyer or any agent, employee, affiliate, successor or nominee of the Corporation or the Parent or Buyer, or any of the officers, directors, shareholders, subsidiaries, affiliates, employees and agents of any of the aforesaid (collectively the "Indemnified Parties") has or is subject to any loss, damage, liability, deficiency, claim, cost, recovery, expense (including interest, penalties and reasonable legal fees), assessment or re-assessment (collectively the "Claims") arising out of or from, the incorrectness, failure, non-compliance or other breach of any representation, warranty or covenant made by the Sellers pursuant to this Agreement, notwithstanding any investigations made by the Parent or Buyer or its representatives, and including any accounts receivables of the Corporation existing as of the Time of Closing which have not been collected within 180 days from the Time of Closing, the Sellers unconditionally agree to indemnify and save harmless the Indemnified Parties for the amount of such Claims, accounts receivables and any liability for Taxes arising in the Corporation or holding Companies for periods prior to the Effective Date. The obligation of the Sellers to indemnify the Indemnified Parties pursuant to the foregoing is limited, in the case of accounts receivables of the Corporation, to the amount of accounts receivable which have not been collected in full within 180 days of the Closing Date and which, in the aggregate, exceed fifteen percent (15%) of the aggregate amount (before deduction of any reserve or allowance for doubtful accounts) of all accounts receivable of the Corporation on the Closing Date; notwithstanding the foregoing, the Sellers shall not be responsible to indemnify any party in respect of any accounts receivable damage, deficiency, claim or expense resulting from: (i) any misrepresentation, breach of warranty, breach of agreement or covenant or non–observance of any condition on the part of such Seller under this Agreement; (ii) from any misrepresentation in or omission from any other intercorporate debt between instrument to be furnished by such Seller under this Agreement; and among (iii) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorneys' fees and other related costs incident to any of Logicorpthe foregoing (“Buyer’s Indemnifiable Losses”). Buyer’s Indemnifiable Losses will not include: (i) any tax liabilities arising by reason of any reduction or disallowance of deductions from taxable income in one taxable year, LSG, 123557 and 591360. Any Claim against the Sellers under this section shall be in writing and shall be made within one hundred and twenty (120) days of the date on which such representation or warranty ceases to survive according to the provisions extent such reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable year, (ii) the shifting of this Agreement. In items of income from one taxable year to another or (iii) the event capitalization of amounts which were expenses, but only if such capitalized amounts are subject to amortization or depreciation or recovery in cost of goods sold, inventory or materials, provided, however, that the Sellers make an indemnity payment with respect to accounts receivable, then the uncollected accounts receivable in respect of which the indemnity payment is made, shall be transferred and assigned Buyer’s Indemnifiable Losses may include any damage attributable to the Sellers as lost time value of the date of the indemnity payment. The Indemnified Parties shall forthwith notify the Sellers of any liability or Claim for which the Sellers may be liable hereunder promptly after the Indemnified Parties receive notice thereof and the Sellers shall have the right to participate in any negotiations with respect thereto. The Sellers shall at all times have the right, at its joint sole expense, to dispute and contest any liability to, or Claim asserted by, any person other than the Indemnified Parties for which the Sellers may be liable hereunder, provided that the Sellers first admit to the Buyer that if there is a liability in respect of such Claim, the Sellers is responsible for such liability. The Indemnified Parties shall, and shall cause the Corporation to, fully co-operate with the Sellers and its counsel in any proceedings money with respect to any of such liabilitymatters. There shall be no obligation Sellers will reimburse Buyer, after reasonable notice and opportunity to defend against any such claim, for any Buyer’s Indemnifiable Losses experienced or incurred by Buyer at any time after the Sellers Closing Date in respect of any liability to indemnify which the Parent foregoing indemnity applies, subject to the Deductible. If a claim is asserted against Buyer which Buyer knows or has reason to believe will result in any liability of any Seller under this indemnity, Buyer will promptly notify the Buyer:affected Seller in writing and afford such Seller the opportunity to defend against such claim.

Indemnification by Sellers. In From and after the event that the transactions provided for in this Agreement are completed Closing, Sellers shall jointly and it is subsequently determined that the Corporation or the Parent or Buyer or any agent, employee, affiliate, successor or nominee of the Corporation or the Parent or severally indemnify and hold Buyer, or any of its Affiliates, the Company, the Subsidiaries and their respective directors, officers, directorsemployees, shareholders, subsidiariesmembers, affiliatespartners, employees agents, successors and agents assigns (collectively "BUYER CLAIMANTS" and individually "BUYER CLAIMANT") harmless from and defend each of them from and against any and all demands, claims, actions, liabilities, losses, costs, damages or expenses whatsoever including, without limitation, reasonable attorneys' fees and expenses (and costs and reasonable attorneys' fees in respect of any suit to enforce this provision) (collectively, "CLAIMS") asserted against, imposed upon or incurred by Buyer Claimants resulting from or arising out of (i) any alleged inaccuracy or breach of any representation or warranty of the Sellers contained herein; (ii) any Claims against Buyer Claimants by any third party or governmental entity or agency relating to any violation of federal, state or agency law, rule or regulation with respect to any wage and hour law or employment law; (iii) any breach of any covenant or obligation of any of the aforesaid (collectively the "Indemnified Parties") has or is subject to any loss, damage, liability, deficiency, claim, cost, recovery, expense (including interest, penalties and reasonable legal fees), assessment or re-assessment (collectively the "Claims") arising out of or from, the incorrectness, failure, non-compliance or other breach of any representation, warranty or covenant made by the Sellers pursuant to this Agreement, notwithstanding any investigations made by the Parent or Buyer or its representatives, and including any accounts receivables of the Corporation existing as of the Time of Closing which have not been collected within 180 days from the Time of Closing, the Sellers unconditionally agree to indemnify and save harmless the Indemnified Parties for the amount of such Claims, accounts receivables and any liability for Taxes arising in the Corporation or holding Companies for periods prior to the Effective Datecontained herein. The obligation of the Sellers Buyer Claimants' right to indemnify the Indemnified Parties pursuant to the foregoing is limited, indemnification shall not be limited or affected in the case of accounts receivables of the Corporation, to the amount of accounts receivable which have not been collected in full within 180 days of the any way by any pre-Closing Date and which, in the aggregate, exceed fifteen percent (15%) of the aggregate amount (before deduction of any reserve or allowance for doubtful accounts) of all accounts receivable of the Corporation on the Closing Date; notwithstanding the foregoing, the investigation by Buyer. Sellers shall not be responsible required to indemnify any party in respect of any accounts receivable or other intercorporate debt between and among any of Logicorp, LSG, 123557 and 591360. Any Claim against the Sellers a Buyer Claimant under this section shall be in writing and shall be made within one hundred and twenty clause (120i) days of the date on which such representation or warranty ceases to survive according to the provisions first sentence of this Agreement. In SECTION 9.2 unless the event that the Sellers make an aggregate cumulative sum of all amounts for which indemnity payment with respect to accounts receivable, then the uncollected accounts receivable in respect of which the indemnity payment is made, shall would otherwise be transferred and assigned to the Sellers as due under clause (i) of the date first sentence of the indemnity payment. The Indemnified Parties shall forthwith notify the Sellers of any liability or Claim for this SECTION 9.2 exceeds $200,000, in which the Sellers may be liable hereunder promptly after the Indemnified Parties receive notice thereof and the case Sellers shall have the right to participate in any negotiations with respect thereto. The Sellers shall at all times have the right, at its joint sole expense, to dispute and contest any liability to, or Claim asserted by, any person other than the Indemnified Parties for which the Sellers may only be liable hereunder, provided that the Sellers first admit to the Buyer that if there is a liability in respect of such Claim, the Sellers is responsible for such liabilityexcess. In addition, the maximum aggregate liability of Sellers for indemnification under clause (i) of the first sentence of this SECTION 9.2 shall not exceed the 30% of the total Purchase Price. The Indemnified Parties shalllimitations set forth in the immediately two preceding sentences shall not apply to Claims arising from any inaccuracy or breach of the representations or warranties contained in the first sentence of SECTION 4.1 and in SECTIONS 4.3, and shall cause the Corporation toor 4.16; provided, fully co-operate with the Sellers and its counsel in any proceedings with respect to however, that any such liability. There shall Claims will be no obligation for limited to the Sellers to indemnify the Parent or the Buyer:total Purchase Price.

Indemnification by Sellers. In the event that the transactions provided for in this Agreement are completed Sellers agrees to Indemnify, defend and it is subsequently determined that the Corporation or the Parent or hold harmless Buyer or from and against any agentlosses, employeecosts, affiliatedamages and expenses (including, successor or nominee of the Corporation or the Parent or Buyerwithout limitation, or attorneys' fees and costs) incurred by Buyer and resulting from any of the officers, directors, shareholders, subsidiaries, affiliates, employees and agents breach by Sellers of any of Seller's representations, warranties and covenants set forth in this Agreement. In furtherance, and not in limitation, of the aforesaid foregoing indemnity, Sellers shall indemnify, defend and hold harmless from and against all claims asserted against, and all losses, costs, damages and expenses incurred by Buyer arising from either the business conducted by Sellers at the Premises prior to the Closing, and the violation of any local, state or federal law relating to hazardous substances or toxic waste by reason of the presence on or under the Premises of hazardous substances or toxic waste, which substances or waste were present prior to the Closing, provided that the presence of such hazardous substances or toxic waste was caused by the Sellers. Buyers shall promptly notify Sellers of the existence of any claim, demand or other matter to which Seller's indemnification obligations would apply and shall give Sellers reasonable opportunity to defend the same at their own expense and with counsel of their own selection; provided, that Buyer shall at all times also have the right to fully participate in the defense at his own expense. If Sellers shall, within a reasonable time after this notice, fail to defend, Buyer shall have the right but not the obligation to undertake the defense of, and to compromise or settle (collectively exercising reasonable business judgment), the claim or other matter on behalf of Sellers. If the claim is one that cannot by its nature be defended solely by Sellers, Buyer shall make available all information and assistance that Sellers may reasonably request. Any time after the Closing Date, but not later than one (1) year after the Closing Date, Buyer shall inform Sellers by written notification ("Indemnified PartiesClaim Notice") has or is subject to any loss, damage, liability, deficiency, claim, cost, recovery, expense (including interest, penalties and reasonable legal fees), assessment or re-assessment (collectively the "Claims") arising out of or from, the incorrectness, failure, non-compliance or other breach of any representation, warranty or covenant made by the claim for indemnification under this Section. Sellers pursuant to this Agreement, notwithstanding any investigations made by the Parent or Buyer or its representatives, and including any accounts receivables of the Corporation existing as of the Time of Closing which shall have not been collected within 180 ten (10) days from the Time date of Closing, the Sellers unconditionally agree to indemnify and save harmless the Indemnified Parties for the amount of such Claims, accounts receivables and any liability for Taxes arising in the Corporation or holding Companies for periods prior to the Effective Date. The obligation delivery of the Sellers Claim Notice in which to indemnify the Indemnified Parties pursuant to the foregoing is limited, in the case of accounts receivables of the Corporation, to the amount of accounts receivable which have not been collected in full within 180 days of the Closing Date and which, in the aggregate, exceed fifteen percent (15%) of the aggregate amount (before deduction of dispute any reserve or allowance for doubtful accounts) of all accounts receivable of the Corporation on the Closing Date; notwithstanding the foregoing, the Sellers shall not be responsible to indemnify any party in respect of any accounts receivable or other intercorporate debt between and among any of Logicorp, LSG, 123557 and 591360. Any Claim against the Sellers under this section shall be in writing and shall be made within one hundred and twenty (120) days of the date on which such representation or warranty ceases to survive according to the provisions of this Agreementclaim. In the event that the Sellers make an indemnity payment with respect to accounts receivable, then the uncollected accounts receivable in respect all or any portion of which the indemnity payment is made, shall be transferred and assigned to the Sellers as of a claim remains unresolved twenty (20) days after the date of Seller's Notice after good faith efforts to resolve the indemnity payment. The Indemnified Parties claim, Buyer and Seller shall forthwith notify the Sellers of any liability or Claim for which the Sellers may be liable hereunder promptly after the Indemnified Parties receive notice thereof and the Sellers shall have the right attempt to participate in any negotiations with respect thereto. The Sellers shall at all times have the right, at its joint sole expense, to dispute and contest any liability to, or Claim asserted by, any person other than the Indemnified Parties for which the Sellers may be liable hereunder, provided that the Sellers first admit to the Buyer that if there is a liability in respect of resolve such Claim, the Sellers is responsible for such liability. The Indemnified Parties shallclaim through mediation, and shall cause the Corporation tothen, fully co-operate if necessary, by arbitration in accordance with the Sellers procedures described in Sections 9.09 and its counsel in any proceedings with respect to any such liability. There shall be no obligation for the Sellers to indemnify the Parent or the Buyer:9.10.

Indemnification by Sellers. In the event that the transactions provided for in this Agreement are completed Sellers agree to indemnify, defend and it is subsequently determined that the Corporation or the Parent or hold harmless Buyer or from and against any agentlosses, employeecosts, affiliatedamages and expenses (including, successor or nominee of the Corporation or the Parent or Buyerwithout limitation, or attorneys' fees and costs) incurred by Buyer and resulting from any of the officers, directors, shareholders, subsidiaries, affiliates, employees and agents breach by Sellers of any of the aforesaid (collectively the "Indemnified Parties") has or is subject to any lossSeller's representations, damage, liability, deficiency, claim, cost, recovery, expense (including interest, penalties warranties and reasonable legal fees), assessment or re-assessment (collectively the "Claims") arising out of or from, the incorrectness, failure, non-compliance or other breach of any representation, warranty or covenant made by the Sellers pursuant to covenants set forth in this Agreement, notwithstanding in furtherance, and not in limitation, of the foregoing indemnity, sellers shall indemnify, defend and hold Buyer harmless from and against all claims asserted against, and all losses, costs, damages and expense incurred by Buyer arising from either the business conducted by Sellers prior to the Closing, and the violation of any investigations made local, state or United States law relating to hazardous substances or toxic wastes by reason of the presence of hazardous substances or toxic waste, which substances or waste were present prior to the Closing, provided that the presence of such hazardous substances or toxic waste was caused by the Parent or Sellers. Buyer or its representatives, and including any accounts receivables shall promptly notify Sellers of the Corporation existing as existence of any claim, demand or other matter to which Seller's indemnification obligations would apply and shall give Sellers reasonable opportunity to defend the Time same at their own expense and with counsel of their own choosing; provided, however, that Buyer shall at all times also have the right to fully participate in the defense of at its own expense. If Sellers shall, within a reasonable time after this notice, fail to defend, Buyer shall have the right but not obligation to undertake the defense of and to compromise or settle (exercising reasonable business judgement) the claim or other matter on behalf of Sellers. If the claim is one that cannot by its nature be defended solely by Sellers, Buyer shall make available all information and assistance that Sellers may reasonably request. At any time after the Closing which Date, but not later than one year after the Closing Date, Buyer shall inform Sellers by written notification ("Claim Notice") of any claim for indemnification under this Section. Sellers shall have not been collected within 180 ten days from the Time date of Closing, the Sellers unconditionally agree to indemnify and save harmless the Indemnified Parties for the amount of such Claims, accounts receivables and any liability for Taxes arising in the Corporation or holding Companies for periods prior to the Effective Date. The obligation delivery of the Sellers Claim Notice in which to indemnify the Indemnified Parties pursuant to the foregoing is limited, in the case of accounts receivables of the Corporation, to the amount of accounts receivable which have not been collected in full within 180 days of the Closing Date and which, in the aggregate, exceed fifteen percent (15%) of the aggregate amount (before deduction of dispute any reserve or allowance for doubtful accounts) of all accounts receivable of the Corporation on the Closing Date; notwithstanding the foregoing, the Sellers shall not be responsible to indemnify any party in respect of any accounts receivable or other intercorporate debt between and among any of Logicorp, LSG, 123557 and 591360. Any Claim against the Sellers under this section shall be in writing and shall be made within one hundred and twenty (120) days of the date on which such representation or warranty ceases to survive according to the provisions of this Agreementclaim. In the event that the Sellers make an indemnity payment with respect to accounts receivable, then the uncollected accounts receivable in respect all or any portion of which the indemnity payment is made, shall be transferred and assigned to the Sellers as of a claim remains unresolved twenty days after the date of Seller's notice after good faith efforts to resolve the indemnity payment. The Indemnified Parties shall forthwith notify the Sellers of any liability or Claim for which the Sellers may be liable hereunder promptly after the Indemnified Parties receive notice thereof claim, Buyer and the Sellers shall have the right attempt to participate in any negotiations with respect thereto. The Sellers shall at all times have the right, at its joint sole expense, to dispute and contest any liability to, or Claim asserted by, any person other than the Indemnified Parties for which the Sellers may be liable hereunder, provided that the Sellers first admit to the Buyer that if there is a liability in respect of resolve such Claim, the Sellers is responsible for such liability. The Indemnified Parties shallclaim through mediation, and shall cause the Corporation tothen, fully co-operate if necessary, by arbitration in accordance with the Sellers procedures described in Sections 9.09 and its counsel in any proceedings with respect to any such liability. There shall be no obligation for the Sellers to indemnify the Parent or the Buyer:9.10, hereof.

Indemnification by Sellers. In From and after the event that the transactions provided for in this Agreement are completed Closing Date, Sellers shall, jointly and it is subsequently determined that the Corporation or the Parent or severally, indemnify and hold Buyer or any agent, employee, affiliate, successor or nominee and each of the Corporation or the Parent or Buyer, or any of the officersits Affiliates, directors, shareholders, subsidiariesofficers, affiliatesagents, representatives and employees (collectively, the “Buyer Group”), harmless from and agents against Damages imposed upon or incurred by any of them in connection with, resulting from or arising out of, directly or indirectly: (i) any misrepresentation, or inaccuracy of a representation or warranty, made by Sellers in this Agreement (disregarding for this purpose any materiality, material adverse effect or similar qualifiers contained in such representations); (ii) any breach or non-fulfillment of any covenant or agreement on the part of Sellers set forth in this Agreement; (iii) the Excluded Obligations; (iv) the Excluded Liabilities; (v) the Historical Environmental Liabilities (provided that this aspect of the indemnity shall be reduced to the extent that Sellers are harmed as a result of any Buyer breach of any of its obligations under Sections 5.02(c) or any Voluntary Environmental Action); (vi) the aforesaid fee payable to Concentric Energy Advisors, Inc. referred to in Section 3.17; (collectively vii) the "Indemnified Parties"Alstom Litigation; (viii) has the failure to obtain any authorization, consent, waiver or is subject approval listed in Schedule 3.04; and (ix) all actions, suits, proceedings and judgments incident to any lossof the foregoing. Notwithstanding anything in this Agreement to the contrary, damage, liability, deficiency, claim, cost, recovery, expense Sellers (including interest, penalties and reasonable legal fees), assessment 1) shall have no indemnification obligations under this Article 10 for any Environmental Damages to the extent resulting from changes in any Environmental Law occurring after the Closing Date or re-assessment (collectively to the "Claims") arising out of or from, extent attributable to a change in the incorrectness, failure, non-compliance or other breach use of any representation, warranty Real Property from the Buyer’s Intended Use or covenant made any Voluntary Environmental Action by the Sellers pursuant to this Agreement, notwithstanding any investigations made by the Parent or Buyer or its representativesAffiliates, provided that any Remedial Action of Historical Environmental Liabilities may be governed by applicable post-Closing requirements for conducting Remedial Actions, so long as any Remedial Action is conducted in a Lowest-Cost Commercially Reasonable Manner and including (2) shall not be liable for any accounts receivables of the Corporation existing as of the Time of Closing which have not been collected within 180 days from the Time of Closing, the Sellers unconditionally agree to indemnify and save harmless the Indemnified Parties for the amount of such Claims, accounts receivables and any liability for Taxes arising in the Corporation or holding Companies for periods prior Environmental Damages to the Effective Date. The obligation extent imposed upon or incurred or accrued by Buyer Group relating to acts or omissions of Buyer or its Affiliates, or the Sellers to indemnify the Indemnified Parties pursuant existence of Environmental Conditions to the foregoing is limited, in the case of accounts receivables of the Corporation, to the amount of accounts receivable which have not been collected in full within 180 days of the Closing Date and which, in the aggregate, exceed fifteen percent (15%) of the aggregate amount (before deduction of any reserve extent first arising or allowance for doubtful accounts) of all accounts receivable of the Corporation on existing after the Closing Date; notwithstanding the foregoing, the Sellers shall not be responsible to indemnify any party in respect of any accounts receivable or other intercorporate debt between and among any of Logicorp, LSG, 123557 and 591360. Any Claim against the Sellers under this section shall be in writing and shall be made within one hundred and twenty (120) days of the date on which such representation or warranty ceases to survive according to the provisions of this Agreement. In the event that the Sellers make an indemnity payment with respect to accounts receivable, then the uncollected accounts receivable in respect of which the indemnity payment is made, shall be transferred and assigned to the Sellers as of the date of the indemnity payment. The Indemnified Parties shall forthwith notify the Sellers of any liability or Claim for which the Sellers may be liable hereunder promptly after the Indemnified Parties receive notice thereof and the Sellers shall have the right to participate in any negotiations with respect thereto. The Sellers shall at all times have the right, at its joint sole expense, to dispute and contest any liability to, or Claim asserted by, any person other than the Indemnified Parties for which the Sellers may be liable hereunder, provided that the Sellers first admit to the Buyer that if there is a liability in respect of such Claim, the Sellers is responsible for such liability. The Indemnified Parties shall, and shall cause the Corporation to, fully co-operate with the Sellers and its counsel in any proceedings with respect to any such liability. There shall be no obligation for the Sellers to indemnify the Parent or the Buyer:.

Indemnification by Sellers. In Following the event that Closing, subject to this Article VII, each Seller agrees, severally and individually (and not jointly) to indemnify, defend and hold harmless the transactions provided for in this Agreement are completed and it is subsequently determined that the Corporation or the Parent or Buyer or any agentPurchaser, employee, affiliate, successor or nominee of the Corporation or the Parent or Buyer, or any of the its officers, directors, shareholders, subsidiaries, affiliatesagents, employees and agents Affiliates from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees, expenses (including reasonable attorneys', consultant and expert witness fees and expenses), and disbursements (collectively, "Losses") actually sustained by any such Person resulting from, arising out of or relating to (a) any breach by such Seller of any of the aforesaid representations or warranties of such Seller, contained in Article III or IV of this Agreement or the certificate delivered by such Seller pursuant to Section 2.04(d) after taking into account any supplement to the Schedules pursuant to Section 6.04, (collectively the "Indemnified Parties"b) has or is subject to any loss, damage, liability, deficiency, claim, cost, recovery, expense breach by such Seller of any covenant contained in this Agreement (including interest, penalties and reasonable legal fees), assessment or re-assessment (collectively the "Claims") arising out of or from, the incorrectness, failure, other than any non-compliance or other willful and non-deliberate breach of any representation, warranty or covenant made Section 6.03) which requires performance by the Sellers pursuant to this Agreement, notwithstanding any investigations made by the Parent or Buyer or its representativessuch Seller, and including (c) any accounts receivables and all Taxes of the Corporation existing LLC for any taxable period or portion thereof ending on or prior to the Closing Date, but only to the extent such Taxes exceed the amount, as of the Time Closing Date, of any payroll, sales or use Taxes incurred in a taxable period that begins before and ends after the Closing Date (a "Straddle Period") and which have not been collected within 180 days from are due after the Time Closing Date, provided that liability for any such Straddle Period payroll, sales or use Taxes was incurred as a result of Closingemployment services provided or purchases or sales made in the ordinary course of business. For Straddle Period Taxes other than payroll, sales and use Taxes, if any, which are due after the Closing Date, clause (c) of this Section 7.01 shall apply to, and the Sellers shall be responsible for, an amount equal to the product of the Taxes due for the entire Straddle Period times a fraction, the Sellers unconditionally agree to indemnify and save harmless numerator of which is the Indemnified Parties for the amount number of such Claims, accounts receivables and any liability for Taxes arising days in the Corporation or holding Companies for periods prior to the Effective Date. The obligation portion of the Sellers Straddle Period up to indemnify the Indemnified Parties pursuant to the foregoing is limited, in the case of accounts receivables of the Corporation, to the amount of accounts receivable which have not been collected in full within 180 days of and including the Closing Date and which, the denominator of which is the number of days in the aggregate, exceed fifteen percent (15%) of the aggregate amount (before deduction of any reserve or allowance for doubtful accounts) of all accounts receivable of the Corporation on the Closing Date; notwithstanding the foregoing, the Sellers shall not be responsible to indemnify any party in respect of any accounts receivable or other intercorporate debt between and among any of Logicorp, LSG, 123557 and 591360. Any Claim against the Sellers under this section shall be in writing and shall be made within one hundred and twenty (120) days of the date on which such representation or warranty ceases to survive according to the provisions of this Agreement. In the event that the Sellers make an indemnity payment with respect to accounts receivable, then the uncollected accounts receivable in respect of which the indemnity payment is made, shall be transferred and assigned to the Sellers as of the date of the indemnity payment. The Indemnified Parties shall forthwith notify the Sellers of any liability or Claim for which the Sellers may be liable hereunder promptly after the Indemnified Parties receive notice thereof and the Sellers shall have the right to participate in any negotiations with respect thereto. The Sellers shall at all times have the right, at its joint sole expense, to dispute and contest any liability to, or Claim asserted by, any person other than the Indemnified Parties for which the Sellers may be liable hereunder, provided that the Sellers first admit to the Buyer that if there is a liability in respect of such Claim, the Sellers is responsible for such liability. The Indemnified Parties shall, and shall cause the Corporation to, fully co-operate with the Sellers and its counsel in any proceedings with respect to any such liability. There shall be no obligation for the Sellers to indemnify the Parent or the Buyer:entire Straddle Period.

Indemnification by Sellers. In (a) From and after the event that Closing, subject to the transactions provided for provisions of this Article IX and except as set forth in Article VI which shall govern with respect to the matters expressly set forth therein, Sellers shall jointly and severally defend, indemnify and hold harmless Purchaser and its Affiliates from and against any and all Losses to the extent arising or resulting from (i) any Retained Liability, (ii) any breach by any Seller of any of its covenants or agreements contained in this Agreement, (iii) the failure of any representation or warranty made by a Seller in this Agreement are completed to be true and it is subsequently determined that correct on the Corporation or Closing Date with the Parent or Buyer or any agent, employee, affiliate, successor or nominee of the Corporation or the Parent or Buyer, or any of the officers, directors, shareholders, subsidiaries, affiliates, employees same effect as though such representations and agents of any of the aforesaid (collectively the "Indemnified Parties") has or is subject to any loss, damage, liability, deficiency, claim, cost, recovery, expense (including interest, penalties warranties had been made on and reasonable legal fees), assessment or re-assessment (collectively the "Claims") arising out of or from, the incorrectness, failure, non-compliance or other breach of any representation, warranty or covenant made by the Sellers pursuant to this Agreement, notwithstanding any investigations made by the Parent or Buyer or its representatives, and including any accounts receivables of the Corporation existing as of the Time of Closing which have not been collected within 180 days from Date, except to the Time of Closing, the Sellers unconditionally agree extent such representations and warranties expressly relate to indemnify and save harmless the Indemnified Parties for the amount of such Claims, accounts receivables and any liability for Taxes arising in the Corporation or holding Companies for periods a date prior to the Effective Date. The obligation Closing Date (in which case such representations and warranties shall be true and correct on and as of such earlier date), in each such case disregarding all qualifications and exceptions contained therein relating to materiality, Material Adverse Effect or words of similar import, (iv) any Loss from Environmental Conditions not referenced in or evident from the Sellers to indemnify information included on Schedule 3.10, including any costs for investigation, assessment, monitoring, testing, excavation, clean-up, treatment and disposal costs and the Indemnified Parties pursuant expenses, costs and fees of consultants, attorneys, contractors, laboratories, drillers, haulers and disposal facilities, provided that any claim for such Loss (A) is made in accordance with this Article IX, (B) is made prior to the foregoing is limited, in earlier of (x) the case of accounts receivables of the Corporation, to the amount of accounts receivable which have not been collected in full within 180 days fifth (5th) anniversary of the Closing Date and which(y) with respect to any claim for indemnification in respect of a Loss relating to a particular parcel of Real Property, the date on which Purchaser shall have transferred or disposed of such Real Property to any Person that is not an Affiliate of Purchaser or agreed to indemnify or otherwise be liable to any such Person in respect of any Environmental Condition relating to such Real Property, (C) is due to requirements of a Governmental Order and (D) is not related to a change in use of any Real Property which results in a use different from the aggregate, exceed fifteen percent (15%) use of the aggregate amount (before deduction of any reserve or allowance for doubtful accounts) of all accounts receivable of the Corporation Real Property on the Closing Date; notwithstanding the foregoing, the Sellers shall not be responsible to indemnify any party in respect of any accounts receivable or other intercorporate debt between and among any of Logicorp, LSG, 123557 and 591360. Any Claim against payment made to Purchaser by Sellers pursuant to the Sellers indemnification obligations under this section Section 9.1(a) shall be constitute a reduction in writing and the Aggregate Purchase Price hereunder. Sellers obligations pursuant to clause (iv) of this Section 9.1(a) shall be made within one hundred and twenty expire upon the fifth (1205th) days anniversary of the date on which such representation or warranty ceases to survive according to the provisions of this Agreement. In the event that the Sellers make an indemnity payment with respect to accounts receivable, then the uncollected accounts receivable in respect of which the indemnity payment is made, shall be transferred and assigned to the Sellers as of the date of the indemnity payment. The Indemnified Parties shall forthwith notify the Sellers of any liability or Claim for which the Sellers may be liable hereunder promptly after the Indemnified Parties receive notice thereof and the Sellers shall have the right to participate in any negotiations with respect thereto. The Sellers shall at all times have the right, at its joint sole expense, to dispute and contest any liability to, or Claim asserted by, any person other than the Indemnified Parties for which the Sellers may be liable hereunder, provided that the Sellers first admit to the Buyer that if there is a liability in respect of such Claim, the Sellers is responsible for such liability. The Indemnified Parties shall, and shall cause the Corporation to, fully co-operate with the Sellers and its counsel in any proceedings with respect to any such liability. There shall be no obligation for the Sellers to indemnify the Parent or the Buyer:Closing Date.

Indemnification by Sellers. In Sellers shall indemnify and hold harmless the event that Buyer from and against any and all losses, liabilities, damages, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel and other professional advisors) suffered or incurred by the transactions provided for in this Agreement are completed and it is subsequently determined that the Corporation or the Parent or Buyer or any agent, employee, affiliate, successor or nominee of the Corporation or the Parent or Buyer, or any of the officers, directors, shareholders, subsidiaries, affiliates, employees and agents of any of the aforesaid (collectively the "Indemnified Parties") has or is subject to any loss, damage, liability, deficiency, claim, cost, recovery, expense (including interest, penalties and reasonable legal fees), assessment or re-assessment (collectively the "Claims") arising out of or from, resulting from the incorrectness, failure, non-compliance or other breach by the Sellers of any representation, warranty or covenant made by the Sellers pursuant to in this Agreement. In addition, notwithstanding any investigations made Sellers shall promptly pay, perform or discharge all liabilities or other obligations relating to income taxes, payroll taxes, Environmental Laws or the deferred compensation claim asserted by former Technetics employee David Chandler, arising out of events or circumstances occxxxxxx xx xx xxistence prior to the Parent Closing Date, to the extent such liabilities or obligations are not fully reflected on the Closing Balance Sheet, or shall reimburse Buyer or its representatives, and including any accounts receivables of the Corporation existing as of the Time of Closing which have not been collected within 180 days from the Time of Closing, the Sellers unconditionally agree to indemnify and save harmless the Indemnified Parties Technetics for the amount of any such Claimsliability or other obligation paid, accounts receivables and performed or discharged by the Buyer or Technetics. Notwithstanding any liability for Taxes arising in the Corporation or holding Companies for periods prior to the Effective Date. The obligation other provision of the Sellers to indemnify the Indemnified Parties pursuant to the foregoing is limitedthis Agreement, in the case of accounts receivables of the Corporation, to the amount of accounts receivable which have not been collected in full within 180 days of the Closing Date and which, in the aggregate, exceed fifteen percent (15%) of the aggregate amount (before deduction of any reserve or allowance for doubtful accounts) of all accounts receivable of the Corporation on the Closing Date; notwithstanding the foregoing, the Sellers shall not be responsible required to indemnify any party in respect of any accounts receivable Buyer or to satisfy liabilities or other intercorporate debt between and among any obligations of Logicorp, LSG, 123557 and 591360Technetics except to the extent such liabilities or obligations in the aggregate exceed $20,000 (twenty thousand dollars). Any Claim against the amounts due by Sellers under this section shall be in writing and shall be made within one hundred and twenty (120) days of the date on which such representation or warranty ceases to survive according Buyer pursuant to the indemnification provisions of this Agreement. In the event that the Sellers make an indemnity payment with respect to accounts receivable, then the uncollected accounts receivable in respect of which the indemnity payment is made, shall be transferred and assigned to the Sellers as of the date of the indemnity payment. The Indemnified Parties shall forthwith notify the Sellers of any liability or Claim for which the Sellers may be liable hereunder promptly after the Indemnified Parties receive notice thereof and the Sellers shall have the right to participate in any negotiations with respect thereto. The Sellers shall at all times have the rightSection 10.1 may, at its joint sole expensethe option of Buyer, to dispute and contest be collected by offsetting such amounts against any liability toamounts owed on the Secured Notes or the Adjusted Secured Notes, as applicable, or Claim asserted by, any person other than the Indemnified Parties for which the Sellers may be liable hereunder, provided that the Sellers first admit amounts owed by Buyer to the Buyer that if there is a liability in respect of such Claim, the Sellers is responsible for such liability. The Indemnified Parties shall, and shall cause the Corporation to, fully co-operate with the Sellers and its counsel in any proceedings with respect to any such liability. There shall be no obligation for the Sellers to indemnify the Parent or the Buyer:Sellers.

Indemnification by Sellers. In HD Supply will, and will cause the event that other Sellers to, indemnify Buyer and the transactions provided Acquired Companies for in this Agreement are completed and it is subsequently determined that the Corporation or the Parent or Buyer or (i) Income Taxes owed by any agent, employee, affiliate, successor or nominee of the Corporation or the Parent or BuyerAcquired Company for all Taxable periods, or portions thereof, ending on or before the Closing Date (together with any interest, penalty or additions to such Taxes accruing after the Closing Date on any such Taxes and including any such Taxes, interest, penalties or additions to Tax assessed in connection with a Tax Proceeding in respect of such taxable periods), including, for the officersavoidance of doubt, directors, shareholders, subsidiaries, affiliates, employees and agents (A) any Income Tax of any of the aforesaid (collectively the "Indemnified Parties") has Acquired Companies arising from or is subject attributable to any losstransaction or activity undertaken to transfer any Excluded Asset or Excluded Liability to HD Supply or any of its Affiliates prior to Closing and (B) any Income Tax imposed on Construction Supply or its beneficial owners arising as a result of any Income Tax audit, damage, liability, deficiency, claim, cost, recovery, expense (including interest, penalties and reasonable legal fees), assessment or re-assessment (collectively the "Claims") arising out of or from, the incorrectness, failure, non-compliance litigation or other breach proceeding of Construction Supply for any Taxable period, or portion thereof, ending on or before the Closing Date whether imposed under Section 6225 or otherwise, (ii) payroll Taxes owed by or with respect to any Acquired Company that are paid after the Closing Date to the extent such payroll Taxes relate to Taxable periods, or portions thereof, ending on or prior to the Closing Date and the payment of which was deferred pursuant to Section 2302(a)(1) of the CARES Act and any such payroll Taxes arising as a result of any representationTax Proceeding relating to the utilization by HD Supply or any of its Affiliates of any employee retention credits provided for pursuant to Section 2301(a) of the CARES Act or any wage subsidies under the Canada Emergency Wage Subsidy, warranty in each case, for Taxable periods, or covenant made by portions thereof, ending on or prior to the Closing Date, provided however, that the Sellers will retain the tax benefits of any employee retention credits provided for pursuant to this Agreement, notwithstanding any investigations made by the Parent or Buyer or its representatives, and including any accounts receivables Section 2301(a) of the Corporation existing CARES Act that have not been claimed as of the Time of Closing Date and which have not been collected within 180 days from the Time of Closing, the Sellers unconditionally agree employee retention credits relate to indemnify and save harmless the Indemnified Parties for the amount of such Claims, accounts receivables and any liability for Taxes arising in the Corporation Taxable periods ending on or holding Companies for periods prior to the Effective Closing Date. The obligation , and wage subsidies under the Canada Emergency Wage Subsidy related to periods, or portions thereof, ending on or prior to the Closing Date, (iii) Taxes arising as the result of any inclusion under Section 951 or Section 951A of the Sellers Code (or any similar or corresponding provision of state or local Law) by Buyer, any Acquired Company or any of their Affiliates to indemnify the Indemnified Parties pursuant extent such inclusion relates to a Taxable period, or portion thereof, ending on or before the Closing Date of any Acquired Company that is a “controlled foreign corporation” (as defined under Section 957 of the Code), as determined as if the Taxable period of such controlled foreign corporation ended on the Closing Date, (iv) Income Taxes of any Person arising under Treasury Regulations Section 1.1502-6 or comparable provisions of U.S. state or local or foreign Tax Law imposed on an Acquired Company or any successor thereto by reason of any Acquired Company having been a member of a consolidated, combined, affiliated, unitary or other similar Tax group prior to the Closing and (v) 75% of the first $1.9 million of AX Xxxxxx Liabilities, and 50% of the next $1.9 million of AX Xxxxxx Liabilities, in each case actually imposed on an Acquired Company by a Governmental Entity prior to the third anniversary of the Closing Date (provided, that, without limiting the generality of any other provision hereof, Buyer will promptly notify HD Supply of any claim relating to the foregoing is limitedand cooperate in HD Supply’s defense thereof), including, for the avoidance of doubt, in the case of accounts receivables each of Sections 5.6(d)(i) through (v) above, any Tax owed as a result of any such indemnification payment. Notwithstanding the foregoing, in the case of each of Sections 5.6(d)(i) through (v) above, HD Supply and the other Sellers will not be obligated to indemnify Buyer or any Acquired Company for any Taxes to the extent such Taxes (1) were expressly reflected in the calculation of the CorporationPurchase Price, as finally determined in accordance with this Agreement, (2) are the responsibility of Buyer and its Affiliates pursuant to Section 5.6(c) hereof, or (3) result from a Buyer’s Tax Act. For the avoidance of doubt, any indemnification by HD Supply or Sellers pursuant to this Section 5.6(d) will be determined without regard to any offset or reduction arising from the utilization of any net operating loss, credit or similar Tax asset of Buyer or any of its Affiliates (including any net operating loss, credit or similar Tax asset of any Acquired Company arising after the Closing). For purposes of this Section 5.6(d), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the portion of such Tax that relates to the portion of such Taxable period ending on the Closing Date will (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of accounts receivable such Tax for the entire Straddle Period multiplied by a fraction the numerator of which have not been collected is the number of days in full within 180 days of the Straddle Period ending on the Closing Date and which, the denominator of which is the number of days in the aggregate, exceed fifteen percent entire Straddle Period and (15%y) of in the aggregate amount (before deduction case of any reserve Tax based upon or allowance for doubtful accounts) of all accounts receivable of related to income or receipts (including income Taxes and sales and use Taxes), be deemed equal to the Corporation amount which would be payable if the relevant Taxable period ended on the Closing Date; notwithstanding . Any credits or estimated Tax payments relating to a Straddle Period will be taken into account as though the foregoing, relevant Taxable period ended on the Sellers shall not be responsible Closing Date. Buyer will provide documentation explaining in reasonable detail the calculation and rationale for any claim made under this Section 5.6(d) to indemnify any party in respect of any accounts receivable HD Supply stating that such Taxes are due or other intercorporate debt between and among that payment by any of LogicorpBuyer or its Affiliates of such Taxes has been made. The procedures provided in Section 5.6(e) relating to reviewing, LSGdisputing, 123557 negotiating and 591360. Any Claim against the Sellers resolving claims will apply to any claim made under this section shall be in writing and shall be made within one hundred and twenty (120) days of the date on which such representation or warranty ceases to survive according to the provisions of this Agreement. In the event that the Sellers make an indemnity payment with respect to accounts receivable, then the uncollected accounts receivable in respect of which the indemnity payment is made, shall be transferred and assigned to the Sellers as of the date of the indemnity payment. The Indemnified Parties shall forthwith notify the Sellers of any liability or Claim for which the Sellers may be liable hereunder promptly after the Indemnified Parties receive notice thereof and the Sellers shall have the right to participate in any negotiations with respect thereto. The Sellers shall at all times have the right, at its joint sole expense, to dispute and contest any liability to, or Claim asserted by, any person other than the Indemnified Parties for which the Sellers may be liable hereunder, provided that the Sellers first admit to the Buyer that if there is a liability in respect of such Claim, the Sellers is responsible for such liability. The Indemnified Parties shall, and shall cause the Corporation to, fully co-operate with the Sellers and its counsel in any proceedings with respect to any such liability. There shall be no obligation for the Sellers to indemnify the Parent or the Buyer:Section 5.6(d).

Indemnification by Sellers. In Sellers jointly and severally will indemnify and hold Buyer harmless at all times after the event that the transactions provided for in date of this Agreement are completed against and it is subsequently determined that in respect of any damage, deficiency, claim or expense resulting from: (i) any misrepresentation, breach of warranty, breach of agreement or covenant or non-observance of any condition on the Corporation part of such Seller under this Agreement; (ii) any misrepresentation in or the Parent or Buyer or omission from any agentother instrument to be furnished by such Seller under this Agreement; and (iii) all actions, employeesuits, affiliateproceedings, successor or nominee of the Corporation or the Parent or Buyerdemands, or assessments, judgments, reasonable attorneys' fees and other related costs incident to any of the officers, directors, shareholders, subsidiaries, affiliates, employees and agents foregoing ("Buyer's Indemnifiable Losses"). Buyer's Indemnifiable Losses will not include: (i) any tax liabilities arising by reason of any reduction or disallowance of the aforesaid (collectively the "Indemnified Parties") has or is subject to any loss, damage, liability, deficiency, claim, cost, recovery, expense (including interest, penalties and reasonable legal fees), assessment or re-assessment (collectively the "Claims") arising out of or from, the incorrectness, failure, non-compliance or other breach of any representation, warranty or covenant made by the Sellers pursuant to this Agreement, notwithstanding any investigations made by the Parent or Buyer or its representatives, and including any accounts receivables of the Corporation existing as of the Time of Closing which have not been collected within 180 days deductions from the Time of Closing, the Sellers unconditionally agree to indemnify and save harmless the Indemnified Parties for the amount of such Claims, accounts receivables and any liability for Taxes arising taxable income in the Corporation or holding Companies for periods prior to the Effective Date. The obligation of the Sellers to indemnify the Indemnified Parties pursuant to the foregoing is limited, in the case of accounts receivables of the Corporationone taxable year, to the extent such reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable year, (ii) the shifting of items of income from one taxable year to another or (iii) the capitalization of amounts which were expenses, but only if such capitalized amounts are subject to amortization or depreciation or recovery in cost of goods sold, inventory or materials, provided, however, that Buyer's Indemnifiable Losses may include any damage attributable to the lost time value of money with respect to any of such matters. The amount of accounts receivable any claim for which have not been collected in full within 180 days of the Closing Date and which, in the aggregate, exceed fifteen percent (15%) of the aggregate amount (before deduction indemnification is provided under this Section 10.1 shall be net of any reserve amounts recovered or allowance for doubtful accounts) recoverable by Buyer under insurance policies with respect to such claim. If, following the receipt by Buyer of all accounts receivable of the Corporation on the Closing Date; notwithstanding the foregoingany indemnity payment hereunder, the Sellers Buyer shall not be responsible to indemnify receive any insurance recovery or indemnity payment from a third party in respect of any accounts receivable or other intercorporate debt between and among any of Logicorpthe same underlying claim, LSG, 123557 and 591360. Any Claim against Buyer shall reimburse the Sellers under this section shall be in writing and shall be made within one hundred and twenty (120Seller(s) days of the date on which from whom such representation or warranty ceases to survive according indemnity payment was received to the provisions extent of this Agreement. In the event that the Sellers make an indemnity payment with respect to accounts receivable, then the uncollected accounts receivable in respect of which the indemnity payment is made, shall be transferred and assigned to the Sellers as of the date of the such insurance recovery or third-party indemnity payment. The Indemnified Parties aggregate liability of Sellers under this Article X shall forthwith notify in no case exceed the aggregate value of the Purchase Price paid to Sellers hereunder. Sellers will reimburse Buyer, after reasonable notice and opportunity to defend against any such claim, for any Buyer's Indemnifiable Losses experienced or incurred by Buyer at any time after the Closing Date in respect of any liability or Claim for to which the Sellers may be liable hereunder promptly after foregoing indemnity applies, subject to the Indemnified Parties receive notice thereof and the Sellers shall have the right Deductible. If a claim is asserted against Buyer which Buyer knows or has reason to participate believe will result in any negotiations with respect theretoliability of any Seller under this indemnity, Buyer will promptly notify the affected Seller in writing and afford such Seller the opportunity to defend against such claim. The Sellers indemnification provided for in Section 10.1 will not apply unless and until the aggregate of Buyer's Indemnifiable Losses exceed $25,000 whereupon the indemnification provided for in Section 10.1 shall at apply to all times have the right, at its joint sole expense, to dispute and contest any liability to, or Claim asserted by, any person other than the Indemnified Parties for which the Sellers may be liable hereunder, provided that the Sellers first admit to the Buyer that if there is a liability in respect of Buyer's Indemnifiable Losses including such Claim, the Sellers is responsible for such liability. The Indemnified Parties shall, and shall cause the Corporation to, fully co-operate with the Sellers and its counsel in any proceedings with respect to any such liability. There shall be no obligation for the Sellers to indemnify the Parent or the Buyer:$25,000.