definiens: means any Taxes of Seller, other than ( i ) Taxes w ith respect to the Purchased Assets that relate to a Taxable period ( or portion thereof ) beg inning after the Closing Date, ( ii ) Additional Amou nts payable by Buyer pursuant to Section 2.11(b ), and ( iii ) the portion of Transfer Taxes for which Buyer is liabl e under Section 2.11(a ) . For purposes of this Agreement, th e Taxes relating to the Purchased Assets that are a llocable to the portion of the Straddle Period ending on or bef ore the Closing Date shall be equal to ( a ) in the c ase of Taxes other than those described in clause ( b ), the amoun t that would be payable if the taxable year of Sell er ended on ( and included ) the Closing Date, and ( b ) in the cas e of real, personal and intangible property Taxes a nd other similar periodic Taxes that are not based on income or receipts, the amount of all such Taxes for the entire Straddle Period multiplied by a fraction, the numer ator of which is the number of calendar days in the Straddle Period up to ( and including ) the Closing Date, and the denominator of which is the number of calendar days in the entire Straddle Period, provided, that if Buyer ’s use or ownership of the Purchased Assets causes the Purchased Assets to be exempt from Taxes described in clause ( b ), the denominator shall be the number of calendar days in the Straddle Period during which s uch Taxes were imposed