( i ) seller shall bear all sales taxes in the united states ; and ( ii ) buyer shall bear any sales taxes outside of the united states and all use taxes, transfer taxes, documentary charges, recording fees or similar taxes, charges, fees or expenses ; ( a ) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or by - laws or other organizational documents of seller or its relevant affiliates ; ( b ) conflict with or result in a violation or breach of any term or provision of any law applicable to seller, the product, or the purchased assets ; ( c ) require from seller any notice to, declaration or filing with, or consent or approval of, any governmental authority or other third party ; or ( d ) result in the imposition of any encumbrance upon any of the purchased assets. ( a ) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation, bylaws or other organizational documents of buyer ; ( b ) violate, conflict with or result in a violation of, or constitute a default ( whether after the giving of notice, lapse of time or both ) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to buyer ; ( c ) require from buyer any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party ; or ( d ) violate or result in a violation of, or conflict with or constitute or result in a violation of or default ( whether after the giving of notice, lapse of time or both ) under, accelerate any obligation under, or give rise to a right of termination of, any contract, agreement, permit, license, authorization or other obligation to which buyer is a party or by which buyer or any of its assets are bound. ( a ) by seller. from and after the closing date, seller shall indemnify, defend and hold harmless buyer, its affiliates, and their respective officers, directors, employees, agents, successors and assigns from and against any and all costs, losses, liabilities, damages and expenses ( including reasonable fees and disbursements of attorneys ) incurred in connection with third party claims, demands and liabilities ( “ third party claims ” ) arising out of or relating to any breach of any covenant, representation,