definiens: means any Taxes of any of the Companies attributable to a Pre - Closing Tax Period . For purposes ofthis definition, in the case of a taxable year or period that begins before but ends after the Closing Date, the amount of anyTax based on or measured by income or receipts ( including for the avoidance of doubt income includible in gross incomepursuant to Code Section 951 of the Code ) that is allocable to the portion of such taxable year or period ending on theClosing Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date(and for such purpose, the Tax period of any partnership or other pass - through entity in which any of the Companies holds abeneficial interest shall be deemed to terminate at such time ) and the amount of any other Tax that is allocable to the portionof such taxable year or period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxableyear or period multiplied by a fraction, the numerator of which is the number of days in the portion of such taxable year orperiod that is deemed to end on the Closing Date and the denominator of which is the total number of days in the entiretaxable year or period . For the avoidance of doubt, a Company ’s share of any employment, National Insurance Contributionsor other payroll Taxes imposed with respect to payments of the Bonus or Repurchase Amount shall be considered Pre - ClosingTaxes to the extent not reflected in the calculation of Working Capital