definiens: shall mean ( i ) any Taxes of the Company with respect to any Pre - Closing Tax Period, ( ii ) any Taxesfor which the Company ( or a predecessor of the Company ) is held liable under Treasury Regulation Section 1.1502 - 6 ( or anysimilar provision of state, local or foreign law ) by reason of such entity being included in any consolidated, affiliated, combined or unitary group at any time on or before the Closing Date, ( iii ) the employer portion of any employment or payrollTaxes imposed on Parent, the Company or any of their Affiliates in respect of the Merger Consideration and ( iv ) the Taxes ofany Person imposed on the Company as a transferee or successor on or prior to the Closing Date or by contract entered into bythe Company on or prior to the Closing Date ; provided, however, Indemnified Taxes ( A ) shall include the Taxes described inclauses ( i ) through ( iv ) solely to the extent the amount of such Taxes exceed the amount of Taxes taken into account as InitialCash Merger Consideration Inputs set forth on the Closing Statement, and ( B ) shall not include any Taxes attributable to anytransaction engaged in by Parent or any Affiliate thereof that is not specifically contemplated by this Agreement or that is notin the ordinary course of business, in each case, after the Closing but on the Closing Date