Common use of INDEMNIFICATION AND RIGHT OF SET-OFF Clause in Contracts

INDEMNIFICATION AND RIGHT OF SET-OFF. Seller indemnifies Buyer and shall hold Buyer harmless from all debts, claims, actions, losses, damages, and attorney’s fees, existing or that may arise from or be related to Seller’s past operation and ownership of the Business, except any liabilities assumed by Buyer hereunder. In the event Buyer should become aware of any such claim against the Assets not disclosed by Seller prior to Closing, Buyer shall promptly notify Seller in writing of such claim.