definiens: means all ( a ) Taxes owed by Seller or any of thei r Affiliates for any period ; ( b ) Taxes arising out of or relating to the transactions cont emplated by this Agreement ; ( c ) Seller ’s share of T ransfer Taxes ; ( d ) Taxes ( or the nonpayment thereof ) that relate t o the Business, the Purchased Assets or the Assumed Liabilities for taxable periods ( or portions thereof ) ending on or before the Closing Date ; ( e ) Taxes relating to the Excluded Assets or Excluded Liabilities for any period ; ( f ) Taxes ( or the nonpayment thereof ) of Seller for ( i ) all Taxes of any member of an affiliated group of which Seller ( or any predecessor thereof ) is or was a member ( oth er than Taxes that related to the Business, the Purchased A ssets or the Assumed Liabilities for taxable period s ( or portions thereof ) beginning after the Closing Date ), ( ii ) al l Taxes of any Person imposed on Seller as a transf eree or successor, by Contract or pursuant to any Law, rule or regulation, which Taxes relate to an event or t ransaction occurring on or before the Closing Date and ( iii ) p ayments under any Tax allocation, sharing or simila r agreement ( whether oral or written ) ; and ( g ) Taxes imposed on Buyer or any of its Affiliates as a result of any breach by Seller of any covenant relating to Taxes