9.2 Taxes. DNP shall pay, indemnify and hold DNP harmless from any sales, use, excise, import or export, value added or similar tax, not based on DNP’s net income (collectively the “Taxes”) and any penalties or interest associated with any of the Taxes, imposed by any governmental authority with respect to either or both of any payment to be made by Distributor to DNP under this Agreement or any Products to be delivered by DNP under this Agreement.