Here is the fly in your ointment:
In the event liabilities are discovered after Closing, any liability that arose while Elliot was in control of DPWS shall be paid for by Elliot and shall be the sole responsibility of Elliot. Elliot shall hold harmless the Golden Dragon and DPWS and its respective agents or representatives (the "Indemnified Persons") for, and will pay to the Indemnified Persons, the amount of, any loss, liability, claim, damage (including, without limitation, incidental and consequential damages), cost, expense (including, without limitation, interest, penalties, costs of investigation and defense and the reasonable fees and expenses of attorneys and other professional experts) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), directly or indirectly arising from, attributable to or in connection with:
"Libenter homines id quod volunt credunt"