definiens: means, without duplication, ( a ) any and all Taxes ( or the nonpayment thereof ) a ttributable to the Company for all Pre -Closing Periods ( including the portion through the end of the Closing Date for any taxable period that includes ( but does not end on ) the Closing Date ), including any Deferred Payroll Taxes to the extent unpaid as of the Closing Date ; ( b ) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company ( or any predecessor of the Company ) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regu lation Section 1.1502 -6 or any analogous or similar state, local, or non -U.S. law or regulation ; ( c ) any and all Taxes of any Person imposed on the Company as a transferee or successor, by Contract or pursuant to any applicable Law, which Taxes relate to a n event or transaction occurring before the Closing ; and ( d ) any and all Taxes ( whether or not arising in a Pre -Closing Period ) of Creditors . For purposes of allocating Taxes with respect to any Tax period that includes but does not end on the Closing Date, the portion of any Tax that is allocable to the taxable period that is deemed to end on the Closing Date will be : ( i ) in the case of property and other ad valorem taxes be deemed to be the amount of such Taxes for the entire Tax period multiplied by a fr action, the numerator of which is the number of calendar days during the portion of such Tax period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Tax period, and ( ii ) in the case of all o ther Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date