definiens: shall mean all federal, state, local and foreign income, property, sales, use, franchise, employment, withholding, excise and othertaxes, tariffs and governmental charges of any nature whatsoever, together withany interest, penalties or additions with respect thereto, including withoutlimitation ( A ) Taxes owed by the Seller in connection with the transactionscontemplated hereby, ( B ) Taxes owed to or assessed by, or any other claims madeby, the BATF or any related party as a result of actions or operations of theSeller prior to the Closing Date, and ( C ) Taxes owed or obligations incurredwith respect to any tax audits of the Seller, including without limitation thoseaudits listed on Schedule 2.12 hereto ; ------------- ( iii ) obligations of the Seller under this Agreement or anyother agreement entered into by the Seller in connection with the transactionscontemplated hereby ; ( iv ) liabilities of the Seller to any Affiliate of the Seller, including without limitation notes payable and any accrued tax liabilitiesrelating to the foregoing ( for purposes of this Agreement, a person shall beconsidered an of another person if one of such persons controls or ---------is controlled by the other person or the two persons are under common control, but in no event shall Ampersand, the New York Blood Center, Inc. or PallCorporation be considered an Affiliate of the Seller ) ; ( v ) the obligation of the Seller contained in Article II ofthat certain Second Amended and Restated Collaboration Agreement among theSeller, the American National Red Cross and the New York Blood Center, Inc