definiens: means, except to the extent taken into account in determining the FinalAggregate Purchase Price as finally determined pursuant to Section 3.07 or as described in the immediatelysucceeding sentence, ( a ) any and all Taxes imposed on or with respect to the Company attributable to a Pre - ClosingTax Period, ( b ) Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Companyis or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502 - 6 orany analogous or similar state, local or non - U.S. Law, ( c ) Taxes of any Person imposed on the Company as atransferee or successor, by contract, indemnification agreement or pursuant to any Applicable Law, which Taxesrelate to an event, agreement or transaction occurring before the Closing Date and ( d ) Transfer Taxes borne by theUnitholders under Section 6.10(d ) . Indemnified Taxes do not include any increase in Taxes of the Company for a Pre - Closing Tax Period resulting from Parent engaging, or allowing the Company to engage, in a transaction after theClosing but on the Closing Date that is outside the ordinary course of business and not contemplated by thisAgreement . With respect to any Straddle Period, in the case of a Tax based or measured by income, receipts, profits, wages, capital or net worth or is imposed in connection with any sale or other transfer or assignment of property orany other specifically identifiable transaction or event, the amount of Taxes attributable to a Pre - Closing Tax Periodshall be determined on an interim closing of the books basis as if the tax period ending on the Closing Date, and, inthe case of all other Taxes, the amount of Taxes attributable to a Pre - Closing Tax Period shall be the amount ofTaxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period endingon the Closing Date and the denominator of which is the number of days in the entire period