definiens: means any Taxes of the Company for a Pre - Closing Tax Period ; provided, however, that in no event shall any of ( i ) Taxes attributable to a breach by Parent of its obligations under thisAgreement, ( ii ) Taxes to the extent taken into account as Unpaid Company Transaction Expenses or Closing DateIndebtedness, ( iii ) Taxes for which the Company has liability solely as a result of ( x ) being a member of an affiliated, consolidated, combined, unitary, aggregate or similar group ( including any arrangement for group or consortium reliefor similar arrangement ) where the Company became a member as a result of or after Closing or ( y ) one or more othercircumstances described in any of clauses ( i ) through ( vi ), ( iv ) Taxes for which the Company has liability solely as aresult of ( x ) the Company ’s status as a transferee or successor or by operation of law, where the Company ’s statusas a transferee or successor, or such other status as results in the imposition of liability on the Company by operationof law, did not arise prior to the Closing or ( y ) one or more other circumstances described in any of clauses ( i ) through(v ), or ( v ) Taxes for which the Company has liability solely as a result of ( x ) a contract, where the contract was notentered into prior to Closing or ( y ) one or more other circumstances described in any of clauses ( i ) through ( v ), betreated as For purposes of the foregoing, any Property Taxes for any Straddle Period shall beallocated to the portion of the Straddle Period ending on the Closing Date on a per diem basis, and all other Taxes forany Straddle Period shall be allocated as if such Straddle Period ended on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis ( including depreciation and 62 amortization deductions ), other than with respect to property placed in service after the Closing or disposed of duringsuch Straddle Period, shall be allocated on a per diem basis