Liabilities for. (1) Taxes of the Seller or any of its Affiliates, whether arising prior to or after the Closing Date; (2) or relating to Taxes with respect to the Product Business or the Purchased Assets for any Pre-Closing Tax Period; and (3) [***] of any Transfer Taxes. provided, that, in each case of Sections 2.2.2(b)(i)(1) and 2.2.2(b)(i)(2), responsibility for Apportioned Obligations shall be determined in accordance with Section 6.11.1; and provided, further, for the avoidance of doubt, that Section 2.2.2(b)(i)(1) shall not include any Liability for or relating to Taxes with respect to the Product Business or the Purchased Assets for any Post-Closing Tax Period;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Zogenix, Inc.), Asset Purchase Agreement (Zogenix, Inc.)