SOUTH BEND LATHE, INC., Plaintiff-Appellee-Cross Appellant, v. AMSTED INDUSTRIES, INC., Defendant-Appellan-Cross Appellee

ESCHBACH, Senior Circuit Judge.

This appeal concerns the meaning of an indemnity provision in a contract for the sale of a business. By an agreement effective June 30, 1975 (the “Agreement”), Am-sted Industries, Inc. (“Amsted”) sold its Johnson toolmaking division to LWE, Inc., which we refer to by its current name, South Bend Lathe, Inc. (“South Bend”). As part of the sale, the parties divided responsibility for Johnson’s liabilities. South Bend assumed liability for defects in Johnson products shipped after the effective date of the Agreement. Although it now disputes the point, Amsted…