definiens: means ( i ) any Tax imposed on the Acquired Companies for anyPre - Closing Tax Period, ( ii ) any Tax of any Securityholder or any of its Affiliates for which any ofthe Acquired Companies or any Buyer Indemnified Party is or may be liable, whether by reasonof any requirement to withhold or otherwise, and incurred in connection with the Merger or thisAgreement, ( iii ) any Tax for which any Acquired Company is held liable under TreasuryRegulations Section 1.1502 - 6 ( or any corresponding or similar provision of state, local or foreignTax Law ) by reason of such entity being included in any consolidated, affiliated, combined orunitary group in any Pre - Closing Tax Period, ( iv ) any Tax of another Person for which theCompany is held liable as a result of being a successor or transferee of such Person on or priorto the Closing Date or as a result of any express or implied obligation existing on or prior to theClosing Date to indemnify any such Person, by Contract or otherwise, and ( v ) any Tax incurredas a result of the transactions contemplated by this Agreement, including any Transfer Taxes