definiens: means ( a ) any Taxes of, imposed on or with respect of any Group Company attributable to any Pre - Closing Tax Period, including ( i ) any imputed underpayments and related interest, penalties and additions to Taxes imposed pursuant to Section 6225 of the Code or anysimilar provision of any state, local or non - U.S. Law, ( ii ) any Pass - Through Taxes, and ( iii ) any Taxes imposed on Parent or any of its Subsidiaries arisingas a result of inclusions under Section 951 or 951A of the Code with respect to earnings of each Group Company that is a controlled foreign corporationwithin the meaning of Section 957 of the Code for the portion of the year ending of the day on the Closing Date ( b ) any Taxes of any other Personimposed on any of the Group Companies ( i ) by reason of being a member of an aﬃliated, consolidated, combined or unitary group in existence on orprior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502 - 6 or any similar provision of state, local or foreign Law, ( ii ) as a resultof any Contract ( including any Tax sharing, indemnity or allocation agreement or arrangement, other than any agreement or arrangement entered into inthe Ordinary Course the purpose of which is not primarily related to Taxes ), or ( iii ) as a transferee or successor, or otherwise under applicable Law, and(c ) the Company Members ’ share of Transfer Taxes described in Section 6.6(e ) to the extent that such Transfer Taxes are not taken into account inFinal Company Transaction Expenses