definiens: means ( a ) the Taxes of the Company or any of itsSubsidiaries attributable to or with respect to any Pre - Closing Tax Period, including anysuch Taxes imposed on the Company or its Subsidiaries as a transferee or successor asa result of a transaction occurring prior to the Closing, ( b ) any liability of the Company orany of its Subsidiaries for Taxes of any Person under Treasury Regulation Section 1.1502 - 6 or under any comparable or similar provision of state, local or foreign Law by reason ofhaving been a member of a consolidated, affiliated, unitary or combined group prior to theClosing, or any liability of the Company or any Subsidiary or pursuant to any Tax SharingAgreement ( other than an Ordinary Commercial Agreement ) entered into prior to Closing, and ( c ) any Transaction Payroll Taxes ; provided, however, that Pre - Closing Taxes shallnot include any Taxes taken into account in Closing Net Working Capital or as an UnpaidCompany Transaction Expense, in each case as finally determined pursuant to Section2.6, or any Taxes incurred as a result of a transaction or event outside the ordinary courseof business occurring after the Closing