definiens: shall mean any ( i ) Taxes of Seller ( or any member, stockholder or Affiliate of Seller ), or for which Seller ( or anymember, stockholder or Affiliate of Seller ) is or are liable, for any taxable period ; ( ii ) to the extent not included in the preceding subpart ( i ), allTaxesrelated to the Excluded Assets or Liabilities that are not Assumed Liabilities or Additional Liabilities, in each case, for any taxable period;(iii ) Taxes relating to the Business, the Transferred Assets, the Assumed Liabilities or the Additional Liabilities for any Pre - Closing Tax Period;(iv ) other Taxes of Seller ( or any member, stockholders or Affiliate of Seller ) of any kind or description ( including any Liability for Taxes ofSeller ( or any member, stockholder or Affiliate of Seller ) that becomes a Liability of Purchaser under any common law doctrine of de factomerger or transferee or successor liability or otherwise by operation of contract or Legal Requirement ) ; and ( v ) any Transfer Taxes borne bySeller pursuant to Section 1.7