definiens: means ( a ) all liability for Taxes of the Group Companies for any Tax period ending onor prior to the Closing Date and, with respect to a Tax period beginning before and ending after the Closing Date, theportion of any such Tax period ending on and including the Closing Date ; ( b ) all liability for Taxes resulting by reasonof any Group Company having been a member of any consolidated, combined or unitary group on or prior to theClosing Date ; ( c ) all liability for Taxes of any other person pursuant to any contractual agreement entered into on orbefore the Closing Date ; and ( d ) all liability for Taxes ( other than as contemplated by Section 6.9(b ) ) imposed on theSellers in connection with the transactions contemplated by this Agreement . For purposes of this definition, where it isnecessary to apportion Taxes between Buyer and the Sellers, such liability shall be apportioned between the period(or portion thereof ) deemed to end at the close of business on the Closing Date, for which the Sellers shall beresponsible, and the period ( or portion thereof ) deemed to begin at the beginning of the day following the Closing Date, for which Buyer shall be responsible, on the basis of an interim closing of the books or, in the case of non - incomeTaxes not susceptible to such apportionment, on the basis of the number of days elapsed in the period ( or portionthereof ) deemed to end at the close of business on the Closing Date and the period ( or portion thereof ) deemed tobegin at the beginning of the day following the Closing Date, respectively