UK Indemnity to shareholders by the target

[Xuanchen]

Entity A acquires Entity B. Entity B has a service agreement with the shareholder of the Entity B which stipulates that if Entity B is sold by the shareholder to a third party, Entity B needs to pay an indemnity of 1M LC to the shareholder.

This 1M is paid by the target, not by Entity A the acquirer. How Entity A and entity B should account for these fees?

Thank you!