definiens: means any ( i ) Tax of the Company and/or its Subsidiaries for all Pre - Closing Tax Periods,(ii ) Taxes of any Person for which the Company or any of its Subsidiaries is liable ( A ) under Section 1.1502 - 6 of theTreasury Regulations ( or any similar provision of state, local, or foreign Law ) by reason of such entity being includedin any consolidated, affiliated, combined, or unitary group in any Pre - Closing Tax Period or ( B ) as a transferee orsuccessor, by contract or otherwise ( other than pursuant to customary provisions included in credit agreements, purchase and supply agreements, leases, and agreements entered with employees, in each case, not primarily relatedto Taxes and entered into in the ordinary course of business ) or pursuant to any law, rule or regulation, which Taxesrelate to an event, agreement or transaction occurring on or before the Closing Date, ( iii ) Taxes imposed on Seller forany Taxable period, ( iv ) Taxes imposed in connection with the transactions contemplated by this 98 Agreement ( excluding any Transfer Taxes ), ( v ) imposed on the Purchaser as a transferee or successor of Seller and(vi ) Taxes resulting from any Disallowed Tax Benefit ; provided, however, Pre - Closing Taxes shall not include anyTaxes to the extent ( i ) already included in Indebtedness or as current liabilities in Net Working Capital as finallydetermined pursuant to Section 1.04 or ( ii ) resulting from actions outside the ordinary course of business taken by thePurchaser on the Closing Date after the Closing