definiens: means ( i ) Liabilities for Taxes relating to, or in respectof, the Transferred Assets in respect of any Pre - Closing Tax Period, and, with respectto any Straddle Period, all Liabilities for Taxes relating to, or in respect of, theTransferred Assets allocable to the portion of such taxable period ending on theClosing Date as provided in Section 7.8.3, ( ii ) all Taxes of Seller or any of its Affiliatesfor any taxable period, whether directly, as transferee or10CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THISEXHIBIT BECAUSE IT IS BOTH ( I ) NOT MATERIAL AND ( II ) WOULD BECOMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED . OMISSIONS AREDESIGNATED [ * * * ] successor or by contract, and ( iii ) all Taxes relating to the Excluded Assets orRetained Liabilities for any taxable period