definiens: as of the Closing Date means ( a ) for any ( i ) income, payroll or other Taxes measured by net income orreceipts, ( ii ) Taxes imposed in connection with the sale, transfer, or assignment of property, or ( iii ) Taxes required to be withheld, the liability for Taxesthat would arise upon a deemed on the Closing Date if the Closing Date is not otherwise the last day of a taxable period ( providedthat any deduction or allowance for depreciation or amortization shall be allocated on a per diem basis ), and ( b ) for any other Taxes, including advalorem Taxes or other Taxes determined with respect to a period of time, the portion of such Taxes that are accrued on the Closing Date based on theapplicable number of days in the taxable period arising on or before the Closing Date as compared to the total taxable days in the applicable taxableperiod