definiens: means the following : ( i ) all Taxes relating to the Transferred Assets and/or the Business that are allocable to any Pre -Closing Period ( including any successor liability as, for instance, provided under § 75 German General Tax Code ( Abgabenordnung ) ) ; ( ii ) all Taxes relating to any Transferred Entity that are allocable to any Pre -Closing Period ; ( iii ) all Taxes of any member of a consolidated, affiliated, combined or unitary Tax group or similar Tax consolidation scheme or VAT Group of which a Transfe rred Entity ( or any predecessor of the foregoing ) is or was a member on or prior to the Closing Date ; ( iv ) any Transfer Taxes other than those mentioned in Section 7.12 or borne by Purchaser pursuant to Section 5.3(d ) relating to a taxable event occurring on or before the Closing Date ; ( v ) any Taxes related or allocable to the Excluded Assets ; ( vi ) any Taxes resulting from a breach of any of the representations and warranties in Section 3.21(e ) ; and ( vii ) any Income Taxes attributable to the disposition by Seller Parent and its Affiliates of the Transferred Entities and Transferred Assets ( excluding, for the avoidance of doubt, any Income Taxes imposed on the Transferred Entities as a result of the inability of the Transferred Entities to use any tax attrib utes in a taxable period after the Closing Date as a result of the transactions under this Agreement ) except to the extent such Taxes are specifically allocated to the Purchaser or its Affiliates ( including pursuant to Section 5.3 ) in this Agreement