Buyer and Seller acknowledge and agree that the Purchase Price includes and is inclusive of any and all sales, use transfer or other similar Taxes imposed as a result of the consummation of the transactions contemplated by this Agreement, and Seller hereby agrees to indemnify Buyer against, and agrees to protect, save and hold Buyer harmless from, any loss, liability, obligation or claim (whether or not ultimately successful) for sales, use, transfer or other similar Taxes (and any interest, penalties, additions to Tax and fines thereon or related thereto) imposed as a result of the consummation of the transactions contemplated by this Agreement, but not including any income, franchise or similar tax of Buyer.
