definiens: means ( i ) all Liabilities of the S eller or any Affiliate of the Seller in respect of any Tax for any Tax period, ( ii ) all Liabilities for Ta xes for any Pre - Closing Tax Period arising out of o r relating to the Transferred Assets, the Assumed Liabilities or the operation or conduct of the Business ( including any such Tax that is not due or assessed until after the Clo sing Date ), ( iii ) any Liabilities of the Seller for the unpaid Taxes of any Person for any Pre - Closing Tax Period under Treasury regulations section 1.1502 - 6 ( or any simil ar provision of state, local, or non - U.S. Law ), as a t ransferee or successor, by contract, or otherwise, in each case, other than any Liabilities for Taxes that are assum ed by the Buyer pursuant to Section 5.14, and ( iv ) any Liability for Taxes assumed by the Seller in Sectio n 5.14