definiens: means ( a ) all Liabilities of [COMPANY] or any of its Affiliates for Taxes for any taxableperiod and all Liabilities of [COMPANY] or any of its Affiliates for Taxes relating to the [COMPANY] Business, the Acquired Assets, the Business - Specific Licensed IP or the Shared Licensed IP ( subject to Sections 14.2 and 14.5 ) for any taxableperiod or portion thereof ending on or before the Closing Date and ( b ) the following Liabilities of [COMPANY] or any of itsAffiliates that are not specifically included in the definition of Assumed Liabilities : ( i ) all Liabilities of [COMPANY] or any of its Affiliates arising prior to the Closing that give rise to PermittedEncumbrances on the Acquired Assets ; ( ii ) all Liabilities of [COMPANY] or any of its Affiliates to or with respect to Business Employees and theirbeneficiaries to the extent provided in Section 8.11 hereof