definiens: means all Liabilities for ( i ) Taxes imposed with respect to or relating to anyPurchased Asset or the Business for any Pre - Closing Period, ( ii ) Taxes imposed with respect to or relating toany Purchased Asset or the Business with respect to any Straddle Period that are allocated to the portion ofthe Straddle Period ending on the Closing Date pursuant to Section 5.17, ( iii ) Taxes for which BSC or anySeller or predecessor to BSC or any Seller is or may be liable for any taxable period that are not imposedwith respect to or relating to the Purchased Assets or the Business, ( iv ) any Taxes related to or determinedby reference to the Tax liability of BSC or any Seller for which the Purchaser or any of its Affiliates maybecome liable as a result of the failure of any party to comply with any bulk sale, bulk transfer or similarLaws and ( v ) Taxes imposed on the Purchaser or any of the Purchaser Affiliates, as applicable, resultingfrom the amount of Taxes withheld from the Initial Purchase Price and the Milestone Payments being lessthan the amount required to be so withheld under applicable Law . For the avoidance of doubt, shall include all income, franchise and similar Taxes of BSC or any Seller arising as a result of thesale of the Purchased Assets pursuant to this Agreement ( but shall not include any Conveyance Taxes )