definiens: : means ( i ) all Taxes of or relating to Seller, or for which Seller is liabl e, for any taxable period, including ( A ) all Taxes of any member of an affiliated group of which Seller ( or any predecesso r ) is or was a member on a prior to the Closing Date, including pursuant to Treasu ry Regulation Section 1.1502- 6 or any analogous or similar state, local or forei gn law ; ( B ) any and all Taxes of any person imposed on Buye r as a transferee or successor, by contract or pursuant to any Applicabl e Law, which Taxes relate to an event or tran saction occurring before the Closing Date, and ( C ) payments under any Tax allocation, sharing or s imilar agreement ( whether oral or written ) ; ( ii ) all Taxes relating to the described in Section 2.3 or Retained Liabilities fo r any taxable period ; ( iii ) all Taxes attributable to ownership or use of any Purchased Assets or the Assumed Liabilities for any taxable period endi ng on or prior to the Closing Date and, with respect to any taxable perio d beginning before and ending after the Closing Date, for the portion of such taxable period ending on the Closing Date ; and ( iv ) Seller ’s porti on of transfer taxes ( as provided in Section 3.9 )