definiens: means Taxes imposed as a result of any assignment o r other transfer of any kind 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 by the Assignee under this Agreement to the Non - Assigning Party, other than Ta xes imposed on or with respect to the Non - Assigning Party or required to be withheld or deducted from a payme nt to the Non - Assigning Party that are ( a ) imposed on or measured by net income ( however denominated ), franc hise Taxes, and branch profits Taxes, in each case ( i ) imposed as a result of the Non - Assigning Party being organized under the laws of, or having its pr incipal office in, the jurisdiction imposing such Taxes ( or any political subdivision thereof ), or ( ii ) that a re imposed as a result of a present or former connection between th e Non - Assigning Party and the jurisdiction imposing such Tax ( other than connections arising from the Non - As signing Party having executed, delivered, become a party to, performed its obligations under, received payme nts under, received or perfected a security interes t under, engaged in any other transaction pursuant to or enf orced this Agreement ), ( b ) attributable to the Non- Assigning Party ’s failure to comply with Section 8.5(a ), and ( c ) any withholding Taxes imposed under FATCA . The term Indemnified Taxes includes penalties, fines and oth er additional statutory charges incidental or relat ed to the imposition thereof, only to the extent not caused b y the acts or omissions of the Non - Assigning Party