definiens: means Taxes imposed as a result of any assignment or transfer of any rights under this Agreement by any Party to any Assignee ( including by merger, liquidation or reorganization ) on the other Party ( the ), or on any payment under this Agreement to the N on - Assigning Party, other than Taxes imposed on or with respect to the Non - Assigning Party or required to be withheld or d educted from a payment to the Non - Assigning Party that are ( a ) imposed on or measured by net income ( however denominated ), franchise Taxes, and branch profits T axes, in each case ( i ) imposed as a result of the N on - Assigning Party being organized under the laws of, or having its principal office in, the jurisdiction imposing such Taxes ( or any political subdivision thereof ) or ( ii ) that are imposed as a result of a present or former connect ion between the Non - Assigning Party and the jurisdiction imposing s uch Tax ( other than connections arising from the No n - Assigning Party having executed, delivered, become a party to, performed its obligations under, receiv ed payments under, received or perfected a security interest un der, engaged in any other transaction pursuant to o r enforced this Agreement ), ( b ) attributable to the Non - Assigning P arty ’s failure to comply with Section 8.3.1 and ( c ) any withholding Taxes, including Taxes imposed under th e Foreign Account Tax Compliance Act ( Sections 1471 through 1474 of 26 U.S.C., as of the Signature Date ( or any amended or successor version that is subst antively comparable and not materially more onerous to compl y with ), any current or future regulations or offic ial interpretations thereof and any agreement entered i nto pursuant to Section 1471(b)(1 ) of 26 U.S.C. )