Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Sellers will indemnify and hold Buyer harmless at all times after the date of this Agreement against and 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 part of such Seller under this Agreement; (ii) from any misrepresentation in or omission from any other instrument to be furnished by such Seller under this Agreement; and (iii) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorneys' fees and other related costs incident to any of the 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, 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. 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 to which the 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 affected Seller in writing and afford such Seller the opportunity to defend against such claim.

Indemnification by Sellers. Sellers will indemnify and hold Buyer harmless at all times after the date Subject to one or more provisions of this Agreement against Article 9, Buyers and in respect their Affiliates (collectively, the “Seller Indemnified Parties”) shall be entitled to indemnification from Sellers for all Losses directly or indirectly incurred by or sought to be imposed upon the Seller Indemnified Parties arising out of or relating to any damage, deficiency, claim or expense resulting from: (i) any misrepresentation, breach of warranty, breach of agreement or any covenant or non–observance of any condition on the part of such Seller under agreement made by Sellers in or pursuant to this Agreement; , (ii) from breach of any misrepresentation representations and warranties made by Sellers in or omission from any other instrument to be furnished by such Seller under this Agreement; and , (iii) of the Retained Liabilities, (iv) Assumed Litigation in excess of $5,000,000 or (v) the contract provision described in item 2(a) of Schedule 4.25, and (vi) post-Closing liabilities of Buyers to IBM relating to the Sold Business arising from Sellers’ actions or inactions prior to Closing that are not reflected on the Audited Balance Sheet (unless Buyers have already been indemnified for such liabilities pursuant to sub-clause (1) below of this Section 9.2). “Losses” or “Loss” as used in this Agreement, means all actionsliabilities, suitslosses, proceedingsdamages, demandsfines, assessmentsfees, judgmentscosts and expenses, including reasonable attorneys' fees ’ fees. In addition to the foregoing, during the period beginning on the Closing and other ending on the one year anniversary thereof, the Seller Indemnified Parties shall be entitled to indemnification from Sellers for all Losses directly or indirectly incurred by or sought to be imposed upon the Seller Indemnified Parties resulting from, arising out of or relating to (1) 100% of liabilities related costs incident to any trade activities with suppliers of the foregoing Sold Business arising from Sellers’ actions or inactions prior to Closing unrecorded on the Audited Balance Sheet (“Buyer’s Indemnifiable Losses”). Buyer’s Indemnifiable Losses will unless Buyers have already been indemnified for such liabilities pursuant to sub-clause (vi) of this Section 9.2) and (2) amounts not include: (i) any tax liabilities arising by reason of any reduction or disallowance of deductions collectable from taxable income in one taxable yearIBM for customer and debit claims, to the extent of (A) 80% of such reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable yearcustomer and debit claims that are aged less than six (6) months as of the Closing Date, (iiB) 90% of such customer and debit claims that are aged between six (6) months and twelve (12) months as of the shifting Closing Date and (C) 100% of items such customer and debit claims that are aged more than twelve (12) months as 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, Closing Date; provided, however, that Buyer’s Indemnifiable Losses may include any damage attributable that, in each case, Seller Indemnified Parties use commercially reasonable efforts to the lost time value of money with respect to any of resolve such matters. Sellers will reimburse Buyer, after reasonable notice and opportunity to defend against any matters during 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 to which the 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 affected Seller in writing and afford such Seller the opportunity to defend against such claimperiod.

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 will 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 hold Buyer save harmless at 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 times after accounts receivable of the date of this Agreement against and Corporation on the Closing Date; notwithstanding the foregoing, the Sellers shall not be responsible to indemnify any party in respect of any damageaccounts receivable or other intercorporate debt between and among any of Logicorp, deficiencyLSG, claim 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 expense resulting from: (i) any misrepresentationwarranty 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, breach then the uncollected accounts receivable in respect of warrantywhich the indemnity payment is made, breach shall be transferred and assigned to the Sellers as of agreement or covenant or non–observance the date of the indemnity payment. The Indemnified Parties shall forthwith notify the Sellers of any condition on liability or Claim for which the part 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 Seller under this Agreement; (ii) from 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 misrepresentation in or omission from any other instrument to be furnished by such Seller under this Agreement; and (iii) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorneys' fees and other related costs incident to any of the 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, 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 proceedings with respect to any of such mattersliability. There shall be no obligation for the Sellers will reimburse to indemnify the Parent or the 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 to which the 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 affected Seller in writing and afford such Seller the opportunity to defend against such claim.:

Indemnification by Sellers. Sellers will indemnify From and hold Buyer harmless at all times after the date of this Agreement against and Effective Time (but subject to Section 8.01(a)), the Parent Indemnitees may seek indemnification to the fullest extent permitted by law solely from the Stock Escrow Fund (as defined in respect of the Escrow Agreement) for any damage, deficiency, claim Damages that are suffered 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 instrument to be furnished incurred by such Seller under this Agreement; and (iii) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorneys' fees and other related costs incident to any of the foregoing Parent Indemnitees or to which any of the Parent Indemnitees may otherwise become subject (“Buyer’s Indemnifiable Losses”). Buyer’s Indemnifiable Losses will regardless of whether or not includesuch Damages relate to any third-party claim) and which arise from or as a result of: (ia) any tax liabilities arising by reason inaccuracy in, or breach of, any representation or warranty set forth in Section 3.01 or in the Target Companies Closing Certificate, in the case of any reduction representation or disallowance warranty qualified by "material adverse effect," or any material inaccuracy in, or breach of, any representation or warranty set forth in Section 3.01 or in the Target Company Closing Certificate, in the case of deductions from taxable income any representation or warranty not qualified by "material adverse effect"; (b) any breach of any covenant or obligation of the Target Companies; or (c) the exercise by any holder of Target Companies Common Stock of such holder's appraisal rights under Section 262 of the DGCL which results in one taxable year, such Dissenting Stockholder receiving an amount per share in excess of the Merger Consideration per share of Target Companies Common Stock (in which case the Parent Indemnitees shall be entitled to receive the difference between (A) the amount paid to such Dissenting Stockholder pursuant to the extent such reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable year, appraisal proceedings and (iiB) the shifting product of items of income from one taxable year to another or (iii1) the capitalization Merger Consideration per share of amounts which were expenses, but only if such capitalized amounts are Target Companies Common Stock and (2) the total number of Dissenting Shares 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. 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 to which the 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 affected Seller in writing and afford such Seller the opportunity to defend against such claimappraisal proceedings).

Indemnification by Sellers. Sellers will indemnify Sellers, jointly and severally, hereby agree to indemnify, defend and hold harmless Buyer, its affiliates and its and their respective directors, officers, stockholders, partners, members, employees, and agents (individually, a “Buyer harmless at all times after the date of this Agreement Indemnified Party” and collectively, “Buyer Indemnified Parties”), against and in respect of any damageall losses, deficiencyliabilities, claim or expense resulting from: (i) any misrepresentationobligations, breach of warrantydamages, 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 instrument to be furnished by such Seller under this Agreement; and (iii) all deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, costs and expenses (including the reasonable attorneys' fees fees, disbursement and other related costs incident to expenses of attorneys and consultants) of any kind or nature whatsoever, but net of the foregoing (“Buyer’s Indemnifiable Losses”). Buyer’s Indemnifiable Losses will not includeproceeds from any insurance policies or other third party reimbursement for such loss, to the extent sustained, suffered or incurred by or made against any Buyer Indemnified Party, to the extent based upon, arising out of or in connection with: (i) any tax liabilities arising by reason breach of any reduction representation or disallowance warranty made by Sellers in this Agreement or in any Schedule, exhibit, certificate, agreement or other instrument delivered pursuant to this Agreement; (ii) any breach of deductions from taxable income any covenant or agreement made by Sellers in one taxable yearthis Agreement or in any Schedule, exhibit, certificate, financial statement, agreement or other instrument delivered by or binding upon Sellers pursuant to this Agreement; (iii) any claim made by any person or entity to the extent such reduction the same arises out of 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 relates to the lost time value operation of money the Assets or the Business and in connection with or on the basis of events, acts, omissions, conditions or any other state of facts occurring on or existing before the Closing Date (other than events, acts, omissions, conditions or any other state of facts with respect to which Buyer has specifically agreed to be responsible and has been provided specific written notice by way of a Schedule attached hereto; (iv) any claim which arises in connection with any liability or obligation of Sellers that is not an Assumed Liability; (v) any of such matters. the Excluded Liabilities; and (vi) the sales of inventory by 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 to which the foregoing indemnity applies, subject to the Deductiblecustomer identified as NIN1000, as set forth on Exhibit 10.1 hereto. If a claim is asserted against The sum of all amounts paid by Sellers to Buyer which Buyer knows or has reason pursuant to believe will result in any liability 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 claimSection 10.1 shall not exceed $2.2 million.

Indemnification by Sellers. From and after the Closing Date, subject to the provisions of this Article 9, Sellers will shall jointly and severally indemnify Buyer, its Affiliates and each of their respective officers, directors, employees, agents and representatives, against and hold Buyer them harmless at all times after the date of this Agreement against and in respect of from any loss, claim, damage, deficiencyliability, claim cost or expense resulting from: (including reasonable fees and expenses of lawyers, accountants, investigators, experts and other professionals) (collectively, a "Loss") suffered or incurred by any such indemnified party to the extent arising from (i) any misrepresentation, breach of warranty, breach any representation or warranty of agreement either Seller contained in this Agreement or covenant or non–observance of in any condition on the part of such Seller under this Agreement; (ii) from any misrepresentation in or omission from any other instrument certificate delivered pursuant to be furnished by such Seller under this Agreement; Sections 8.1 and (iii) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorneys' fees and other related costs incident to any of the 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, to the extent such reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable year8.2, (ii) the shifting any nonfulfillment of items or failure to comply with any covenant or agreement of income from one taxable year to another Sellers or any of them contained in this Agreement or any Collateral Agreement, (iii) the capitalization Excluded Liabilities, (iv) without limiting the generality of amounts the foregoing, any liability, obligation or commitment resulting or arising from the ownership, operation or condition of the Business or the Assets on or prior to the Closing Date (except to the extent arising from Buyer's operation on the Closing Date), or from the ownership, operation or condition of the Xxxxx Xxxx Business on or prior to the Xxxxx Xxxx Transfer Date (except to the extent arising from Buyer's operation on the Xxxxx Xxxx Transfer Date), in each case other than Assumed Liabilities or other obligations which were expensesBuyer has expressly agreed to pay pursuant to this Agreement or the Collateral Agreements, but only (v) any liability or obligation resulting from any failure of Sellers or Buyer to comply fully with any applicable bulk transfer laws or any Tax laws relating to the obligations of a buyer of assets in bulk transfer, except to the extent they constitute Assumed Liabilities, Transfer Taxes or other obligations which Buyer has expressly agreed to pay pursuant to this Agreement or the Collateral Agreements; (vi) the failure of Sellers to have the right prior to Closing (or of Buyer to have the right after Closing if Buyer conducts the applicable operations of the Business in substantially the same manner as Sellers conducted such capitalized amounts are applicable operations prior to Closing) to use the Lemelson Patents or the Research Resources Patent or any of them or any intellectual property subject to amortization thereto in connection with the Business or depreciation or recovery in cost of goods soldthe Xxxxx Xxxx Business; PROVIDED, inventory or materials, provided, howeverHOWEVER, that Buyer’s Indemnifiable Losses may include Buyer shall use its reasonable best efforts promptly following the Closing to settle any damage attributable claim related to the lost time value of money Lemelson Patents or the Research Resources Patent with respect to the Business with Sellers' consent (which consent shall not be unreasonably withheld or delayed); (vii) any additional Taxes (calculated as set forth in Section 9.6(e)) of such matters. Sellers will reimburse Buyer, after reasonable notice and opportunity to defend against any such claim, the Buyer or Windmill (or successors thereto) for any Buyer’s Indemnifiable Losses experienced Tax periods (or incurred by Buyer at any time portions thereof) beginning after the Closing Date that would not have arisen but for an increase in respect the fair market value of the Stock above the amount set forth on SCHEDULE 2.2 as a result of any liability to which the foregoing indemnity appliesadjustment by a Taxing Authority made in an audit or other Tax proceeding; and (viii) any liability, subject obligation or commitment of Windmill or Buyer arising out of Windmill's existence, operations or ownership of assets on or prior to the Deductible. If a claim is asserted against Buyer which Buyer knows Closing Date (except to the extent arising from Buyer's operation on the Closing Date) or has reason the ownership of the Stock prior to believe will result in any liability Closing (provided that Tax liabilities and obligations shall not be governed by the above provisions of any Seller under this indemnityclause (viii) and shall instead be governed by Section 2.6(f), Buyer will promptly notify the affected Seller in writing definition of "Excluded Taxes" and afford such Seller the opportunity to defend against such claimclause (vii) of this Section 9.2).

Indemnification by Sellers. Sellers jointly and severally will indemnify and hold Buyer harmless at all times after the date of this Agreement against and 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 part of such Seller under this Agreement; (ii) from any misrepresentation in or omission from any other instrument to be furnished by such Seller under this Agreement; and (iii) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorneys' fees and other related costs incident to any of the foregoing (“"Buyer’s 's Indemnifiable Losses”"). Buyer’s '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, 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 '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 any claim for which indemnification is provided under this Section 10.1 shall be net of any amounts recovered or recoverable by Buyer under insurance policies with respect to such claim. If, following the receipt by Buyer of any indemnity payment hereunder, Buyer shall receive any insurance recovery or indemnity payment from a third party in respect of the same underlying claim, Buyer shall reimburse the Seller(s) from whom such indemnity payment was received to the extent of such insurance recovery or third-party indemnity payment. The aggregate liability of Sellers under this Article X shall 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 's Indemnifiable Losses experienced or incurred by Buyer at any time after the Closing Date in respect of any liability to which the 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 affected Seller in writing and afford such Seller the opportunity to defend against such claim. The 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 apply to all Buyer's Indemnifiable Losses including such $25,000.

Indemnification by Sellers. Sellers will indemnify Subject to the provisions of this ARTICLE 6, and except as provided in Section 4.5, each Seller agrees to severally, in accordance with the Sellers’ Indemnification Percentage, (except with respect to the representations set forth in Section 2.31, in which each Seller is solely liable for such Seller’s representations) indemnify, defend and hold Buyer harmless at all times after the date of this Agreement against Purchaser, its officers, directors, employees, agents, representatives and Affiliates (each a “Purchaser Indemnitee” and together, the “Purchaser Indemnitees”) from and in respect of of, and to promptly pay to a Purchaser Indemnitee or reimburse a Purchaser Indemnitee for, any loss, Liability, damage, deficiencydemand, claim claim, cost, suit, action or cause of action, judgment, award, assessment, interest, penalty or expense resulting (including reasonable expense of investigations and fees and disbursements of counsel and other professionals) (any of the foregoing being hereinafter referred to as a “Loss” and collectively, the “Losses”) suffered or incurred by any Purchaser Indemnitee on account of, arising from: , or in connection with (i) any misrepresentation, inaccuracy or breach of warranty, breach any representation or warranty of agreement the Company or covenant or non–observance of any condition on the part of such Seller under Sellers contained in this Agreement; (ii) from any misrepresentation in or omission from any other instrument to be furnished by such Seller under this Agreement; and (iii) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorneys' fees and other related costs incident to any of the 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, to the extent such reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable year, (ii) the shifting breach by the Company or Sellers of items any covenant, undertaking or other agreement of income from one taxable year to another the Company or Sellers contained in this Agreement, (iii) any inaccuracy in any certificate, instrument or other document delivered by the capitalization of amounts which were expenses, but only if such capitalized amounts are subject to amortization Company or depreciation Sellers as required by this Agreement or recovery in cost of goods sold, inventory or materials, provided, however, that Buyer’s Indemnifiable Losses may include any damage attributable (iv) those matters set forth on Schedule 6.1. Notwithstanding anything to the lost time value of money with respect contrary contained in this Agreement, in no event shall the Company or any Subsidiary be required to indemnify or hold any of such matters. 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 Purchaser Indemnitee harmless under ARTICLE 6 after the Closing Date in respect Closing. Such obligations shall be solely the obligations of any liability to which the 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 affected Seller in writing and afford such Seller the opportunity to defend against such claimSellers.

Indemnification by Sellers. Except as otherwise limited by this ARTICLE VII, Sellers will indemnify shall jointly and severally indemnify, defend and hold harmless Buyer harmless at and its Representatives and any assignee or successor thereof (collectively, the “Buyer Indemnified Parties”) from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all times after losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the date foregoing, a “Loss”) suffered or incurred by, or imposed upon, any Buyer Indemnified Party arising in whole or in part out of this Agreement against and in respect of any damage, deficiency, claim or expense resulting directly or indirectly from: (ia) any misrepresentation, inaccuracy in or breach of warranty, any representation or warranty made by a Seller Party in this Agreement (including all schedules and exhibits hereto) or any Ancillary Document; (b) any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or covenant on behalf of a Seller or, at or non–observance of prior to the Closing, the Company contained in this Agreement (including all schedules and exhibits hereto) or any condition on the part of such Seller under this AgreementAncillary Document; (iic) from any misrepresentation in or omission from any other instrument to be furnished by such Seller under this Agreement; and (iii) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorneys' fees and other related costs incident to any underestimation of the foregoing Transaction Expenses, the Transaction Bonuses or the amount of Indebtedness set forth in the Estimated Closing Statement; (“Buyer’s Indemnifiable Losses”). Buyer’s Indemnifiable Losses will not include: d) any and all Liabilities for (i) any tax liabilities Taxes in connection with or arising by reason out of any reduction Lighthouse Company’s assets, employees (including pursuant to Section 409A of the Code), securities, activities or disallowance of deductions from taxable income in one taxable year, business on or prior to the extent such reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable year, Closing Date (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 determined with respect to any of such matters. Sellers will reimburse Buyer, after reasonable notice taxable periods that begin before and opportunity to defend against any such claim, for any Buyer’s Indemnifiable Losses experienced or incurred by Buyer at any time end after the Closing Date in respect accordance with the allocation provisions of Section 6.9(c)) in excess of the amount of Taxes reflected as a current liability in the computation of the Net Working Capital in the Final Statement or (ii) fifty percent (50%) of any liability Transfer Taxes; (e) any Action by Person(s) who were holders of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to which acquire equity securities of the foregoing indemnity appliesCompany, subject prior to the Deductible. If a claim is asserted against Buyer Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (f) any rate or other adjustments, including any cost disallowances, which Buyer knows or has reason to believe will result in a Loss to any liability Lighthouse Company (in excess of any Seller under this indemnityreserves on the Final Audited Statements) with respect to any audits of the Government Contracts conducted by the government related to (i) any period ending on or before the Closing Date and (ii) any periods beginning before but ending after the Closing Date to the extent any adjustments relate to the portion of such period on or prior to the Closing Date; provided, that Buyer will promptly notify not be required to wait until all such Government Contract audits have been completed to pursue indemnification claims against Seller for Losses resulting from any breach of the affected Seller representations and warranties in writing and afford such Seller the opportunity to defend against such claimSection 4.24.

Indemnification by Sellers. Except as otherwise limited by this ARTICLE VI, the Sellers will indemnify shall jointly and severally indemnify, defend and hold harmless Buyer harmless at all times after and its Representatives and any assignee or successor thereof (collectively, the date of this Agreement against and 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 part of such Seller under this Agreement; (ii"Buyer Indemnified Parties") from and against, and pay or reimburse Buyer Indemnified Parties for, any misrepresentation and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in or omission from any other instrument to be furnished by such Seller under this Agreement; value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (iii) all actions, suits, proceedings, demands, assessments, judgments, including reasonable expenses of investigation and court costs and reasonable attorneys' fees and other related costs incident to expenses), (any of the foregoing foregoing, a "Loss") suffered or incurred by, or imposed upon, any Buyer Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: (“Buyer’s Indemnifiable Losses”). Buyer’s Indemnifiable Losses will not include: a) any inaccuracy in or breach of any representation or warranty made by a Seller Party in this Agreement (including all schedules and exhibits hereto) or any Ancillary Document; (b) any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of a Seller or, at or prior to the Closing, the Company contained in this Agreement (including all schedules and exhibits hereto) or any Ancillary Document; (c) any underestimation of the Transaction Expenses, or the amount of Closing Debt set forth in the Estimated Closing Statement; (d) any and all Liabilities for (i) any tax liabilities Taxes in connection with or arising by reason out of any reduction the Company's assets, employees (including pursuant to Section 409A of the Code), securities, activities or disallowance of deductions from taxable income in one taxable year, business on or prior to the extent such reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable year, Closing Date (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 determined with respect to any of such matters. Sellers will reimburse Buyer, after reasonable notice taxable periods that begin before and opportunity to defend against any such claim, for any Buyer’s Indemnifiable Losses experienced or incurred by Buyer at any time end after the Closing Date in respect accordance with the allocation provisions of 6.11(c)) in excess of the amount of Taxes reflected as a current liability in the computation of the Net Working Capital in the Final Statement or (ii) Transfer Taxes; or (e) any Action by Person(s) who were holders of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any liability to which the 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 affected Seller in writing and afford such Seller the opportunity to defend against such claimsecurities.

Indemnification by Sellers. Sellers will agrees to indemnify and hold Buyer harmless at all times for a period of two years after the date Closing Date against any "damages". "Damages", as used in this Agreement, include any claims, actions, demands, losses, costs, expenses, liabilities (joint or several), penalties, and damages, including attorney's fees and the costs of expert witnesses, resulting directly or indirectly to Buyer from (a) any inaccurate representation made by Seller in or under this Agreement against and in respect Agreement, (b) any breach of any damageof the warranties made by Seller in this Agreement, deficiency, claim or expense resulting from: and (ic) any misrepresentation, breach of warranty, breach of agreement or covenant or non–observance default in the performance by Seller of any condition on of the part of such covenants to be performed by Seller under this Agreement, all claims, actions, demands, losses, costs, expenses, liabilities, or penalties resulting from any default of Seller prior to the Closing Date under any of the contracts, agreements, leases, documents, or other commitments to which it is a party or otherwise bound or affected; and (d) any debts liabilities, or obligations of the Seller, whether accrued, absolute, contingent, or otherwise, due or to become due. "Damages" also includes: all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) of Seller at the Effective Date, whether known or unknown by Seller; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation involving Seller and relating to operations of Seller prior to the Closing Date whether or not otherwise disclosed to the Buyer; all claims, actions, demands, losses, costs, expenses, liabilities, and penalties relating to operations of Seller prior to the Closing Date and resulting from (i) the failure of Seller to own, possess, and have good title to all assets described on Exhibit A; or (ii) from any misrepresentation in or omission from any other instrument to be furnished by such Seller under this Agreement; and (iii) all claims, actions, suits, proceedings, demands, assessmentslosses, judgmentscosts, reasonable attorneys' fees and other related costs incident expenses, liabilities, or penalties resulting from any default of Seller prior to the Closing Date under any of the foregoing (“Buyer’s Indemnifiable Losses”). Buyer’s Indemnifiable Losses will not include: (i) any tax liabilities arising by reason of any reduction contracts, agreements, leases, documents, or disallowance of deductions from taxable income in one 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. 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 other commitments to which the foregoing indemnity applies, subject to the Deductible. If it is a claim is asserted against Buyer which Buyer knows party or has reason to believe will result in any liability 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 claimotherwise bound or affected.

Indemnification by Sellers. Effective upon Closing, Sellers will shall defend, indemnify and hold harmless Buyer harmless at and its Affiliates, and all times after of its and their respective directors, managers, officers, employees, partners, members, contractors, agents, and representatives (collectively, the date “Buyer Indemnitees”) from and against any and all (a) Losses incurred by a Buyer Indemnitee as a result of this Agreement against and in respect or arising out of any damage, deficiency, claim or expense resulting from: (i) any misrepresentation, inaccuracy in or breach of warrantyany of the representations or warranties of Sellers contained in this Agreement (other than any representations or warranties contained in ARTICLE VI), breach any Transaction Document, or in any certificate delivered by or on behalf of agreement Sellers hereunder or covenant or non–observance of any condition on the part of such Seller under this Agreement; thereunder, (ii) from any misrepresentation Claim by any Employee for compensation and benefits owing to such Employee for periods prior to the Effective Time; (iii) any obligations arising from, related to, or in settlement of, the obligations of the Company or omission from any other instrument to be furnished of the Entities under Section 2.6 of that certain Purchase and Sale Agreement, dated January 4, 2012, by such Seller under this Agreementand among the Company, Costar GP, Costar LP, Gas Solutions GP LLC, and Gas Solutions LP, LLC; and (iiiiv) all actionsany obligations relating to, suitsor arising from, proceedingsthe Xxxxxx; and (b) capital expenditures required to be made in order to complete the construction of, demandsand place into service, assessments, judgments, facilities which are sufficient on a commercially reasonable attorneys' fees and other related costs incident basis to any of provide the foregoing services specifically contemplated by the descriptions set forth on Schedule 1.1(b) (the “Buyer’s Indemnifiable LossesActual Aggregate Capital Expenditures”). 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, but only to the extent such reduction or disallowance results aggregate required capital expenditures set forth in a corresponding increase in allowable deductions from income in another taxable yearthe CapEx Calculation, (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 when added to the lost time value total amount of money with respect capital expenditures spent by the Company and the Entities on the projects set forth on Schedule 1.1(b) prior to the Execution Date, are greater than the “Aggregate Approved Capital Expenditures” amount reflected on Schedule 1.1(b). In no event shall Sellers have any of such matters. Sellers will reimburse Buyer, after reasonable notice and opportunity obligation to defend against any such claim, provide indemnification for any Buyer’s Indemnifiable Losses experienced or incurred by Buyer at any time after the Closing Date in respect of any liability to which the foregoing indemnity applies, subject matters to the Deductible. If a claim is asserted against Buyer which Buyer knows extent included in the computation of the Final Surplus or has reason to believe will result in any liability 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 claimFinal Deficiency.

Indemnification by Sellers. (a) From and after the Closing, subject to the 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 will shall jointly and severally defend, indemnify and hold Buyer harmless at Purchaser and its Affiliates from and against any and all times after 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 to be true and correct on the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent such representations and warranties expressly relate to a date prior to the 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 information included on Schedule 3.10, including any costs for investigation, assessment, monitoring, testing, excavation, clean-up, treatment and disposal costs and the 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 earlier of (x) the fifth (5th) anniversary of the Closing Date and (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 this Agreement against and 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 damageEnvironmental Condition relating to such Real Property, deficiency, claim or expense resulting from: (iC) any misrepresentation, breach is due to requirements of warranty, breach of agreement or covenant or non–observance a Governmental Order and (D) is not related to a change in use of any condition on the part of such Seller under this Agreement; (ii) from any misrepresentation in or omission from any other instrument to be furnished by such Seller under this Agreement; and (iii) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorneys' fees and other related costs incident to any of the 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, to the extent such reduction or disallowance Real Property which results in a corresponding increase in allowable deductions use different from income in another taxable year, (ii) the shifting use of items of income from one taxable year the Real Property on the Closing Date. Any payment made 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 Purchaser by Sellers pursuant to the lost time value of money with respect to any of such mattersindemnification obligations under this Section 9.1(a) shall constitute a reduction in the Aggregate Purchase Price hereunder. Sellers will reimburse Buyer, after reasonable notice and opportunity obligations pursuant to defend against any such claim, for any Buyer’s Indemnifiable Losses experienced or incurred by Buyer at any time after clause (iv) of this Section 9.1(a) shall expire upon the fifth (5th) anniversary of the Closing Date in respect of any liability to which the 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 affected Seller in writing and afford such Seller the opportunity to defend against such claimDate.

Indemnification by Sellers. HD Supply will, and will cause the other Sellers will to, indemnify Buyer and hold Buyer harmless at the Acquired Companies for (i) Income Taxes owed by any Acquired Company for all times 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 date of this Agreement against 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 any damagesuch taxable periods), deficiencyincluding, claim or expense resulting from: for the avoidance of doubt, (iA) any misrepresentation, breach of warranty, breach of agreement or covenant or non–observance Income Tax of any condition of the Acquired Companies arising from or attributable to any transaction 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, litigation or other proceeding of Construction Supply for any Taxable period, or portion thereof, ending on or before the part of such Seller Closing Date whether imposed under this Agreement; Section 6225 or otherwise, (ii) from payroll Taxes owed by or with respect to any misrepresentation 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 Tax 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, in each case, for Taxable periods, or omission from portions thereof, ending on or prior to the Closing Date, provided however, that the Sellers will retain the tax benefits of any other instrument employee retention credits provided for pursuant to be furnished by such Seller Section 2301(a) of the CARES Act that have not been claimed as of the Closing Date and which employee retention credits relate to Taxable periods ending on or prior to the Closing Date, and wage subsidies under this Agreement; and the Canada Emergency Wage Subsidy related to periods, or portions thereof, ending on or prior to the Closing Date, (iii) all actionsTaxes arising as the result of any inclusion under Section 951 or Section 951A of the Code (or any similar or corresponding provision of state or local Law) by Buyer, suits, proceedings, demands, assessments, judgments, reasonable attorneys' fees and other related costs incident to any Acquired Company or any of their Affiliates to the foregoing 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” (“Buyer’s Indemnifiable Losses”as defined under Section 957 of the Code). Buyer’s Indemnifiable Losses will not include: , as determined as if the Taxable period of such controlled foreign corporation ended on the Closing Date, (iiv) Income Taxes of any tax liabilities 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 reduction Acquired Company having been a member of a consolidated, combined, affiliated, unitary or disallowance of deductions from taxable income in one taxable year, other similar Tax group prior to the extent such reduction or disallowance results 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 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 Governmental Entity prior to the lost time value third anniversary of money with respect to any of such matters. 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 (provided, that, without limiting the generality of any liability to which the 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 indemnityother provision hereof, Buyer will promptly notify HD Supply of any claim relating to the affected Seller foregoing and cooperate in writing HD Supply’s defense thereof), including, for the avoidance of doubt, in the case of 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 afford the other Sellers will not be obligated to indemnify Buyer or any Acquired Company for any Taxes to the extent such Seller Taxes (1) were expressly reflected in the opportunity calculation of the Purchase Price, as finally determined in accordance with this Agreement, (2) are the responsibility of Buyer and its Affiliates pursuant to defend against 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 claimTax 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 such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (y) in the case of any Tax based upon or related to income or receipts (including income Taxes and sales and use Taxes), be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits or estimated Tax payments relating to a Straddle Period will be taken into account as though the relevant Taxable period ended on the 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 HD Supply stating that such Taxes are due or that payment by any of Buyer or its Affiliates of such Taxes has been made. The procedures provided in Section 5.6(e) relating to reviewing, disputing, negotiating and resolving claims will apply to any claim made under this Section 5.6(d).

Indemnification by Sellers. Sellers will indemnify Following the Closing, subject to this Article VII, each Seller agrees, severally and individually (and not jointly) to indemnify, defend and hold Buyer harmless at the Purchaser, its officers, directors, agents, employees and Affiliates from and against any and all times after 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 date representations or warranties of such Seller, contained in Article III or IV of this Agreement against and 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 part of such Seller under this Agreement; (ii) from any misrepresentation in or omission from any other instrument to be furnished certificate delivered by such Seller under pursuant to Section 2.04(d) after taking into account any supplement to the Schedules pursuant to Section 6.04, (b) any breach by such Seller of any covenant contained in this Agreement; Agreement (other than any non-willful and non-deliberate breach of Section 6.03) which requires performance by such Seller, and (iiic) any and all actions, suits, proceedings, demands, assessments, judgments, reasonable attorneys' fees and other related costs incident to any Taxes of the foregoing (“Buyer’s Indemnifiable Losses”). Buyer’s Indemnifiable Losses will not include: (i) LLC for any tax liabilities arising by reason of any reduction taxable period or disallowance of deductions from taxable income in one taxable yearportion thereof ending on or prior to the Closing Date, but only to the extent such reduction Taxes exceed the amount, as of the Closing Date, of any payroll, sales or disallowance results use Taxes incurred 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, period that Buyer’s Indemnifiable Losses may include any damage attributable to the lost time value of money with respect to any of such matters. Sellers will reimburse Buyer, after reasonable notice begins before and opportunity to defend against any such claim, for any Buyer’s Indemnifiable Losses experienced or incurred by Buyer at any time ends after the Closing Date (a "Straddle Period") and which are due after the Closing Date, provided that liability for any such Straddle Period payroll, sales or use Taxes was incurred as a result of employment services provided or purchases or sales made in respect the ordinary course of any liability to business. For Straddle Period Taxes other than payroll, sales and use Taxes, if any, which are due after the foregoing indemnity appliesClosing Date, subject clause (c) of this Section 7.01 shall apply to, and the Sellers shall be responsible for, an amount equal to the Deductible. If product of the Taxes due for the entire Straddle Period times a claim fraction, the numerator of which is asserted against Buyer the number of days in the portion of the Straddle Period up to and including the Closing Date and the denominator of which Buyer knows or has reason to believe will result is the number of days in any liability 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 claimentire Straddle Period.