definiens: means any ( i ) Taxes imposed on or payable by any Seller or its Affiliates for any taxable period ; ( ii ) Taxes imposed on or with respe ct to the Acquired Assets, the Assumed Liabilities or the Business for any Pre - Closing Tax Period ; ( iii ) Taxe s imposed on or with respect to the Excluded Assets or the Excluded Liabilities for any taxable period, ( iv ) T axes imposed on or with respect to the Acquisition ( including any Transfer Taxes for which Sellers are responsibl e pursuant to Section 8.1(a ), but excluding any Tra nsfer Taxes for which Purchaser is responsible pursuant t o Section 8.1(a ) ), ( v ) Liability of the Purchaser o r any of its Affiliates for any Taxes as a transferee or success or to any Seller or its Affiliates and ( vi ) Periodi c Taxes for which Sellers are responsible pursuant to Section 8 .1(b )