definiens: means ( a ) any Taxes imposed on or payable by Seller, or for which Seller may otherwise beliable, regardless of the Tax period to which such Taxes relate ; ( b ) any Taxes imposed on or payable by theCompany or any of its Subsidiaries, or for which the Company or any of its Subsidiaries may otherwise beliable under applicable Law, for any Pre - Closing Tax Period and for any Pre - Closing Straddle Period ( asdetermined in accordance with Section 10.1 ) ; ( c ) any Taxes of any member of any affiliated group, combinedgroup or unitary group of which the Company or any of its Subsidiaries ( or any predecessor of the Companyor any of its Subsidiaries ) was a member on or prior to the Closing Date by reason of Treasury RegulationsSection 1.1502 - 6(a ) or any analogous or similar provision of state, local or non - U.S. Law ( including anyLiability for Taxes resulting from any in respect of which gain was deferredpursuant to Treasury Regulation section 1.1502 - 13(a)(2 ) ( or any predecessor thereof or any analogous orsimilar provision under state, local or non - U.S. Law ) ) ; ( d ) any Taxes of any other Person for which theCompany or any of its Subsidiaries is or has been liable under applicable Law ( or for which the Company orany of its Subsidiaries has an obligation to pay, fund or reimburse ) for any Pre - Closing Tax Period and for anyPre - Closing Straddle Period, whether as a transferee or successor, by Contract or Law, or otherwise ; ( e ) anyTransfer Taxes ; and ( f ) any Taxes incurred or sustained by any Purchaser Indemnified Person arising out of, resulting from, relating to or otherwise in respect of any payments required to be made to Seller pursuant tothis Agreement