definiens: ) related to an as that term is defined in the Worker Notification Laws, as well as any Liabilities or obligations whe ther on, before or after Closing, relating to any Prospective Emplo yee who does not become a Transferred Employee ; 4 ( g ) any ( i ) Taxes of Seller ( or any shar eholder or Affiliate of Seller ) or with respect to any Pre - Closing Tax Period, any Tax relating to Sel ler or the Purchased Assets, ( ii ) Taxes that arise out of the consummation of the transactions contemplated hereb y or ( iii ) other Taxes of Seller ( or any shareholde r or Affiliate of Seller ) of any kind or description ( including an y Liability for Taxes of Seller ( or any shareholder or Affiliate of Seller ) ) that becomes a Liability of Purchaser unde r any common law doctrine of de facto merger or tra nsferee or successor liability or otherwise by operation of Co ntract or Legal Requirements . Notwithstanding the f oregoing, Taxes related to the Purchased Assets that are allo cable between the Pre - Closing Tax Period and the Ta xable period beginning after the Closing Date pursuant to Section 9.2(c ) of this Agreement shall not be trea ted as Excluded Liabilities to the extent that such Taxes are allocable to the portion of the Taxable period beginning after the Closing Date ; ( h ) all Liabilities arising from the Exc luded Assets ; and ( i ) all Liabilities that are not Assum ed Liabilities