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Buyer represents and warrants that it is exempt from sales tax by providing a resale certificate, or that it will pay all sales, use, ad valorem or other taxes due as a consequence of its purchase of goods from the Seller. Buyer agrees to reimburse, indemnify, defend, and hold Seller harmless for any liability, cost or expense incurred by Seller as a result of Buyer’s failure to pay all taxes, duties, levies or other such obligations. In the event that any fee, tax, governmental charge, law, regulation, statute or other obligation imposed by law (each a “Legal Obligation”) is enacted after Seller sells goods to the Buyer, Seller shall be entitled to a price increase commensurate with the impact upon Seller of such Legal Obligation in performing its obligations.
