definiens: means Taxes imposed as a result of any assignment or transfer of anyrights under this Agreement by any Party to any Assignee ( including by merger, liquidation orreorganization ) on the other Party ( the ), or on any payment under thisAgreement to the Non - Assigning Party, other than Taxes imposed on or with respect to the Non - Assigning Party or required to be withheld or deducted from a payment to the Non - AssigningParty that are ( a ) imposed on or measured by net income ( however denominated ), franchiseTaxes, and branch profits Taxes, in each case ( i ) imposed as a result of the Non - Assigning Partybeing organized under the laws of, or having its principal office in, the jurisdiction imposing suchTaxes ( or any political subdivision thereof ) or ( ii ) that are imposed as a result of a present orformer connection between the Non - Assigning Party and the jurisdiction imposing such Tax(other than connections arising from the Non - Assigning Party having executed, delivered, become a party to, performed its obligations under, received payments under, received orperfected a security interest under, engaged in any other transaction pursuant to or enforced thisAgreement ), ( b ) attributable to the Non - Assigning Party ’s failure to comply with Section 8.4(a)and ( c ) any U.S. federal withholding Taxes imposed under FATCA . The term shall also include penalties, fines and other additional statutory charges, incidental orrelated to the imposition of otherwise Indemnified Taxes to the extent not caused by the acts oromissions of the Non - Assigning Party