definiens: means the lost value to Parent due to any of the following ( but excluding, in each case, any value lostas a result of the application of Section 382, 383 or 384 of the Code whether as the result of the transactions contemplated bythis Agreement or prior transactions ): ( a ) a reduction of a Tax credit of the Company or any of its Subsidiaries shown on a TaxReturn attributable to an income Tax period ending on or before the Effective Date, ( b ) a reduction of a Tax deduction or Taxloss or an increase in an item of Taxable income or gain shown on a Tax Return of the Company or any of its Subsidiariesattributable to an income Tax period ending on or before the Effective Date, or ( c ) a disallowed deduction due to an excessparachute payment under section 280 G of the Code . The lost value to the Parent described in ( a ), ( b ) or ( c ) shall be measuredby the increase in the Taxes due shown on any Tax Return of the Company, the Surviving Corporation or Parent in which thebenefit of the lost Tax benefit is or would otherwise be obtained through a reduction of Taxes, as computed on a with andwithout basis