definiens: means ( i ) all Taxes ( or the non -payment thereof ) of the Company and its Subsidiaries for all Pre -Closing Tax Periods, ( ii ) any and all Taxes imposed on the Company or any of i ts Subsidiaries ( or any predecessor of any of the foregoing ) as a result of being a member of an affiliated, consolidated, combined, or unitary group on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502 -6 or any analogo us or similar state, local, or non -U.S. law or regulation, and ( iii ) any and all Taxes of any person ( other than the Company and its Subsidiaries ) imposed on the Company or any of its Subsidiaries as a transferee or successor, by contract ( other than comme rcial contracts entered into in the ordinary course of business not primarily related to Taxes ) or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing