definiens: means ( a ) any Taxes imposed on or with respect to the Acquired Assets, theBusiness, any member of the Transferred Group or the Transferred Group Assets with respect to a Pre - Closing TaxPeriod, including the portion of any Straddle Period ending on or before the close of the Closing Date as determinedpursuant to Section 8.2, ( b ) any Taxes of any member ( other than any member of the Transferred Group ) of anaffiliated, consolidated, combined or unitary group of which any member of the Transferred Group is or was a memberon or prior to the Closing Date, including pursuant to Treasury regulations Section 1.1502 - 6 and 1.1502 - 78 or anyanalogous or similar state, local, or foreign Law or regulation, and ( c ) any Taxes of any Person imposed on or withrespect to the Transferred Group, the Transferred Group Assets, the Acquired Assets, or the Business as atransferee or successor in respect of a transaction occurring on or before the Closing Date, by law, contract, orotherwise ; provided that, shall not include any amounts to the extent that such amounts havealready been taken into account under this Agreement, including, without limitation, in Closing Date Working Capital