definiens: shall mean ( i ) any Taxes of the Company with respect to any Pre - Closing Tax Period, ( ii ) the Taxesof any Person for which the Company is held liable by reason of such entity being included in any consolidated, affiliated, combined or unitary group at any time prior to the Closing, ( iii ) the employer portion of any employment or payroll Taxesimposed on Buyer, the Company or any of their Affiliates in respect of the Closing Consideration and ( iv ) the Taxes of anyPerson that relate to the Pre - Closing Tax Period and that are imposed on the Company as a transferee or successor prior toClosing or by contract entered into by the Company prior to Closing ; provided, however, Indemnified Taxes ( A ) shall includethe Taxes described in clauses ( i ) through ( iv ) solely to the extent the amount of such Taxes exceed the amount of Taxes takeninto account or reserved against in the Company Balance Sheet or as Closing Cash Consideration Inputs set forth on theClosing Statement, and ( B ) shall not include any Taxes attributable to any transaction engaged in by Buyer or the Companyafter Closing