Read it...now re-read my last one and see where you are wrong. You said it can and does shield the buyer from something that arises after the acquisition (ie. a lawsuit arising from past bad behavior). I said it does not protect them from on going breaches of contract after the acquisition, especially one that NSF specifically inserted themselves into. Refer back to my example about not being able to buy an illegal cash laundering business and continuing to operate it as such and believing that an indemnity clause will shield me from liability.