definiens: within the meaning of Section 952 of the Code ( or any similar provision of state or local Law ) received or accrued on or prior to 11the Closing Date that is related or attributable to the Company and/or its Subsidiaries or ( ii ) the holding of within the meaning of Section 956 of the Code(or any similar provision of state or local Law ) on or prior to the Closing Date that is related or attributable to the company or its Subsidiaries, in each case, determined ( A ) as ifthe taxable years of the Company and its Subsidiaries ended on the Closing Date and ( B ) after reducing any such Taxes by any foreign tax credit for U.S. Tax purposes arisingfrom or related to any income inclusions under Section 951 of the Code with respect to the applicable taxpayer, and ( g ) any and all amounts required to be paid by the Companyor any of its Subsidiaries pursuant to any Tax Sharing Agreement ( that the Company or any of its Subsidiaries was a party to on the Closing Date ) . Notwithstanding anything tothe contrary set forth herein : ( x ) in determining U.S. federal and applicable state, local and non - U.S. income Taxes of or imposed on the Company or any of its Subsidiariespursuant to this definition related or attributable to an interest in any entity treated as a partnership for U.S. federal or state, local or non - U.S. income Tax purposes, the taxableincome of the Company or such Subsidiary ( as the case may be ) shall be determined as if the taxable year of the entity treated as such a partnership closed on the ClosingDate, and ( y ) means the amount of Taxes which would have been payable or paid without taking into account any carryback of any Tax attribute ( includingany net operating loss carryback ) arising in any Tax period ending after the Closing Date