Upon Closing, Seller shall retain, defend, indemnify, release and hold harmless Buyer, its affiliates, and their respective officers, directors, agents, employees and representatives from (a) all Losses of every kind and character arising out of or connected, directly or indirectly, with the ownership or operation of the Assets prior to the Effective Time, except with respect to (i) those matters covered in Section 14.1(a)(ii) and (iii) , or (ii) any Taxes not yet assessed by the applicable Governmental Entity prior to the Final Settlement Date that were settled pursuant to the second to last sentence of Section 9.1 , (b) for the applicable survival period pursuant to Section 15.6 , any breach of representations or warranties made by Seller herein; and (c) any breach of any covenants or agreements of Seller herein.