definiens: means, except as otherwise provided in this Agreement, Liability for Taxes of Seller, including Taxes ( i ) arising from or imposed with respect to the Purchased Assets attributable to any Pre - Closing Tax Period, ( ii ) of Seller for any period which Taxes are not related to the Purchased Assets ; ( iii ) ofSeller that will arise as a result of the transactions contemplated by this Agreement ; ( iv ) of another Person asa transferee, as the result of having been a member of an affiliated, consolidated, combined or unitary groupor otherwise through operation of law ; and ( v ) as a result of being a party to any tax sharing, tax indemnityor tax allocation agreement . For the avoidance of doubt, any Tax of Seller that would otherwise bedescribed in the foregoing sentence shall not fail to be a Seller Tax solely by reason of ( i ) the assessment orimposition of such Tax by a Governmental Authority against Purchaser or ( ii ) the fact that such Tax givesrise to an Encumbrance for Taxes on the Purchased Assets