definiens: means any taxable period ( or portion thereof ) ending on or before the Closing . In the case of anytaxable period that includes ( but does not end on ) the Closing ( a ), the amount of any Taxes based on ormeasured by income, receipts, sales, use or payroll of the Seller that relates to the Pre - Closing Tax Period shall bedetermined based on an interim closing of the books as of the close of business on the Closing ( and for such purpose, thetaxable period of any partnership or other pass - through entity or non - U.S. entity in which the Seller holds a beneﬁcialinterest shall be deemed to terminate at such time ), and the amount of other Taxes of the Seller for a Straddle Period thatrelates to the Pre - Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multipliedby a fraction the numerator of which is the number of days in the taxable period ending on and including the Closing and thedenominator of which is the number of days in such Straddle Period