definiens: means ( i ) all Taxes attributable to the transactions described inSection 4.11 of this Agreement ; ( ii ) all Taxes of any member of an affiliated, consolidated, combined, orunitary group of which the Company is or was a member on or prior to the Closing Date, includingpursuant to Treasury Regulations section 1.1502 - 6 or any similar provision of state, local or foreign Law;(iii ) all Taxes of any person imposed on the Company for any period as a transferee or successor in respectof a transaction occurring on or before the Closing Date or by contract entered into prior to the Closing ; ( iv)any withholding or employment Taxes required to be withheld or paid as a result of any paymentscontemplated under this Agreement or as a result of any vesting, exercise, cancellation, payments, ordividends or deemed dividends, in respect of Company Options, Company Warrants or Company CapitalStock, in each case that occur on or prior to the Closing Date or as a result of the transactions and paymentscontemplated by this Agreement ; ( v ) any Transfer Taxes which are the responsibility of Former Holdersunder Section 6A.5(g ) ; and ( vi ) any misrepresentation, breach or inaccuracy in any representation relating toTaxes, determined without regard to any qualifiers relating to materiality and without regard to any items setforth on the Disclosure Schedules