definiens: shall mean ( i ) any Taxes of the Blocker or the Company or any of its Subsidiaries for a Pre - Closing Tax Period(or portion of any Straddle Period ending on the Closing Date, as calculated pursuant to Section 12K(b ) ) ; ( ii ) any Taxes imposed onthe Blocker or the Company or any of its Subsidiaries as a result of being a member of any Aﬃliated Group on or prior to the ClosingDate, including pursuant to Treasury Regulations Section 1.1502 - 6(a ) ( or any predecessor or successor thereof or any analogous orsimilar Legal Requirement with respect to state or local Taxes ) ; ( iii ) any Taxes of any Person imposed on the Blocker or theCompany or any of its Subsidiaries as a transferee or successor which Taxes relate to a transaction or event occurring prior to theClosing ; ( iv ) the Transfer Taxes ; and ( v ) any reasonable attorneys ’ fees or fees for other tax advisors incurred by Buyer or any of itsAﬃliates after the Closing in connection with controlling a Tax Contest ( other than costs of administering routine audits prior to theissuance of a notice of deficiency or similar assessment )