definiens: means ( i ) all Taxes of the Company and any of its Affiliates, or for which theCompany, or any of its Affiliates is liable as transferee or successor, by contract or otherwise, or pursuant to any law, rule or regulation, for any taxable period, including any Taxes that arise as a result of the transactions contemplatedby this Agreement ( other than one - half of Transfer Taxes ), for the avoidance of doubt, including any successorLiability arising from or related to any failure by the parties to comply with Laws relating to bulk transfers or bulk saleswith respect to the transactions contemplated by this Agreement ( notwithstanding the parties waiver hereto pursuantto Section 12.15 with respect to obtaining any clearance certificate or other bulk sales notice requirement ) ; ( ii ) allTaxes relating to the Excluded Assets or Retained Liabilities for any taxable period ; ( iii ) all Taxes relating to theBusiness, the Transferred Assets or the Assumed Liabilities for any Pre - Closing Tax Period ( and with respect to anytaxable period beginning before and ending after the Closing Date, for the portion of such taxable period ending on theClosing Date, subject to Section 7.03(d ) ) ; and ( iv ) all Transfer Taxes for which the Company is liable pursuant toSection 7.03(a )