definiens: means a definitiveintention to undertake ) as evidenced by the written records of the Company as of the Effective Time and which action causesthe Company Activities to infringe or violate any Intellectual Property of any third party ( collectively ) ; ( i ) any breach of any representation or warranty in Section 3.23 of this Agreement and ( ii ) to the extentnot duplicative of clause ( i ), any actual or asserted liability for Taxes of or owed by the Company or any Subsidiary of theCompany in respect of any full or partial Tax period ending on or prior to the Closing Date ( claims for indemnification underthis Section 9.2(i ) are referred to herein as ) ; provided that for purposes of applying this subparagraph ( i ), Parentand the Company shall use appropriate methods to allocate liability in respect of any Taxes of the Company or anySubsidiary of the Company attributable to any Tax period that includes but ends after the Closing Date ( each, a ), which appropriate methods shall include the following : ( A ) for any income Taxes or any transactional Taxes, including Taxes based on sales orrevenue, the allocation of Taxes to pre- and post - Closing portions of a Straddle Period shall be determined using a closing - of - the - books method assuming that the applicable Straddle Period consists of two Taxable periods, one ending at the close of theClosing Date and one beginning at the opening of the day after the Closing Date, and ( B ) for any Taxes based on net worth, capital, intangibles, or similar items, and for any realestate Taxes or other property or tangible asset - based Taxes, the allocation of Taxes to pre- and post - Closing portions of aStraddle Period shall be determined on a per diem basis taking into account the number of days in the Straddle Period throughand including the Closing Date and the number of days in the entire Straddle Period ; or ( j ) any claims made by any Company Stockholder based upon any alleged breach of fiduciary or otherduty by any officer, director or stockholder of the Company in connection with this Agreement or the transactionscontemplated hereby, or any claims by any officer, director or stockholder of the Company to indemnification by theCompany or the Surviving Corporation with respect to any such claims ( collectively, )