definiens: means, without duplication, the following : ( i ) Taxes imposed by anyApplicable Law on Seller, Seller Group, or any combined, unitary, or consolidated group of which any of theforegoing is or was a member, ( ii ) Taxes imposed on or with respect to the ownership or operation of theExcluded Assets or Retained Liabilities, ( iii ) Taxes imposed on or with respect to the acquisition, ownership oroperation of the Transferred Assets for any Pre - Closing Tax Period, ( iv ) withholding Taxes attributable to theTransactions contemplated by this Agreement, ( v ) Taxes of any Person imposed on Purchaser or any of itsaffiliates as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to ( A ) theTransferred Assets, and ( B ) an event or transaction occurring before the Closing, and ( vi ) the portion ofTransfer Taxes for which Seller is responsible pursuant to Section 9.01(d )