definiens: means any Tax period beginning before or on and ending after the Closing Date . For purposes thisAgreement, in the case of any Taxes that are imposed on a 16***Certain confidential information contained in this document, marked with 3 asterisks ( * * * ), has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, asamended.periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such Tax periodending on the Closing Date shall ( i ) in the case of any property or similar Taxes, be deemed to be the amount of such Tax forthe entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period endingon the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and ( ii ) in the case ofany other Tax, be deemed equal to the amount which would by payable if the Straddle Period ended on the Closing Date