definiens: means all ( i ) Taxes of the Company and/or its Subsidiaries for all Pre - Closing TaxPeriods, ( ii ) Taxes for which the Seller is liable under Section 10.02(c ) and ( iii ) Taxes of any Person for which theCompany or any of its Subsidiaries is liable ( A ) under Section 1.1502 - 6 of the Treasury Regulations ( or any similarprovision of state, local, or foreign Law ) by reason of such entity being included in any consolidated, affiliated, combined, or unitary group in any Pre - Closing Tax Period or ( B ) as a transferee or successor, by contract or otherwise(other than pursuant to customary provisions included in credit agreements, purchase and supply agreements, leases, and agreements entered with employees, in each case, not primarily related to Taxes and entered into in the ordinarycourse of business ) or pursuant to any law, rule or regulation, which Taxes relate to an event, agreement ortransaction occurring on or before the Closing Date ; provided, however, Pre - Closing Taxes shall not include anyTaxes to the extent already included as current liabilities in Net Working Capital as finally determined pursuant toSection 1.04 and taken into account in calculating the Final Cash Consideration