definiens: means any Tax period that includes, but does not end on, the Closing Date . For purposes of thisAgreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion ofsuch Tax that relates to the portion of such Tax period ending on the Closing Date shall ( i ) in the case of any property orsimilar Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator ofwhich is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number ofdays in the entire Straddle Period, and ( ii ) in the case of any other Tax, be deemed equal to the amount which would bypayable if the Straddle Period ended on the Closing Date and the Company closed its books as of the close of business onsuch date