The Purchase Agreement contains customary indemnification obligations of each party with respect to breaches of their respective representations, warranties and covenants, and certain other specified matters and generally provides that the Company will indemnify the Purchaser for liabilities not related to the Education Business and the Purchaser will indemnify the Company for liabilities related to the Education Business.

FORBES: McGraw-Hill Unloads Education Business for $2.5 Billion