definiens: means ( i ) Taxes of the Company for the Pre - Closing Tax Period ; and ( ii ) Taxes of theCompany resulting from the several Liability of the Company pursuant to Treasury Regulations Section 1.1502 - 6(a ) byreason of the Company ’s having been included in a consolidated or affiliated group prior to the Closing ; provided, however, in each of ( i ) and ( ii ) that any Taxes reflected as a liability in Closing Date Net Working Capital shall notconstitute Pre - Closing Taxes . For purposes of this Agreement, where it is necessary to apportion Taxes of the Companyfor a Straddle Period between the Pre - Closing Tax Period and the Post - Closing Tax Period, such Taxes shall beapportioned, in the case of real property, personal property or similar ad valorem Taxes, prorated on the basis of thenumber of days elapsed in the portion of such period ending on the Closing Date and the portion of such periodbeginning on the day following the Closing Date, respectively, or, in the case of all other such Taxes, on the basis of aninterim closing of the books on the Closing Date