definiens: means ( a ) all Liability for Taxes of the Acquired Entities for any Pre - Closing Tax Period, ( b ) all Liability resulting by reason of th e several liability of the Acquired Entities pursua nt to Treasury Regulations Section 1.1502 - 6 or any analogous Legal Requirement or by reason of the Acquired Entities having been a member of any consolidated, combined or unit ary group on or prior to the Closing Date, and ( c ) all Liability for Taxes of any other Person ( other than the Acquired Entities ) imposed on the Acquired Ent ities as a transferee or successor, by contract or pursuant to any Legal Requirement, which Taxes relate to an ev ent or transaction occurring before the Closing ; provided, however, that Pre - Closing AE Taxes shall not inclu de any Taxes resulting from ( x ) any transactions occurring on the Closing Date after the Closing outside of t he ordinary course of business ( other than as explicitly contem plated by this Agreement ), ( y ) a Section 338 electi on in connection with any of the transactions contemplate d herein, or ( z ) a breach by Buyer of Section 7.6(e )