definiens: shall mean ( i ) all Taxes of the Seller or any of its Affiliates, or for which the Seller or any of i ts Affiliates is liable, for any taxable period, ( i i ) all Taxes relating to the Excluded Assets or Excluded Liabilities for any taxable period, ( iii ) all Taxes relating to the Transferred Employees, the Business, the Assets or the Assumed Liabilities for any taxable period that ends on or prior to the Closing Date and, with respect to any taxable perio d beginning on or prior to the Closing Date and end ing after the Closing Date, the portion of such taxable perio d ending on the Closing Date ( determined for Apport ioned Obligations in accordance with Section 5.2(C ) ), and ( iv ) the portion of any Transfer Taxes required to be paid by the Seller as provided in this Agreement, and ( b ) shall mean any Liabilities relating to or arising out of any present and past employees of Seller or its Affiliates and/or the em ployment or service of any such person including with respect t o Employee Plans ( as defined below ), other plans, c ontracts, programs, policies, commitments, terms and conditio ns of employment, employment decisions, compensatio n or other benefits or entitlements established or exist ing on or prior to Closing ( whether or not such Lia bilities are accrued or payable at Closing, and whether or not s uch Liabilities are contingent in nature ), includin g, without limitation, any Liability ( i ) for any accrued wages or salaries for periods prior to the Closing, ( ii ) for severance, dismissal pay damages or otherwise in connection wi th any termination of employment by Seller or its A ffiliates on or prior to the Closing, ( iii ) for accrued vacat ion or sick time accrued prior to the Closing, ( iv ) relating to any Employee Plan and any insurance policy or other fun ding medium with respect thereto, ( v ) for misclassi fication of any employee or independent contractor prior to the Closing, or ( vi ) any commission, transaction in centive bonus, change in control bonus or payment, b onus or similar arrangement or agreement that is ow ed to employees or other service providers of the Seller that arose on, prior to or in connection with the C losing, whether due or accrued after the Closing ; provided, however, that any severance obligation contained in any emp loyment agreement included in the Purchased Contracts shall not be deemed an Excluded Employee Liability