Distributor represents, warrants and covenants that all Products purchased or obtained from Creative are and will be for resale or distribution, and that Distributor has complied, and will comply, with all applicable state and local laws relating to the payment of sales, use and similar taxes applicable to all such resale transactions. Distributor shall indemnify, hold harmless and, defend Creative against any and all loss, damage, injury and cost to Creative, including, but not limited to, reasonable attorneys' fees and litigation costs, for any breach by the Distributor of any provisions in this Agreement, including but not limited to, any representations, warranties or other obligations under this Clause 2.4 or its failure to collect or pay any taxes. Creative may charge Distributor sales, use and similar taxes unless Distributor has on file with Creative a valid resale certificate.