definiens: means ( a ) any Taxes of or with respect to the Company relating or attributable to aPre - Closing Tax Period, including ( i ) any such Taxes that are not yet due and payable, determined as if the Companyused the accrual method of Tax accounting throughout such periods, and ( ii ) any Transaction Payroll Taxes, ( b ) 50%of any Transfer Taxes, and ( c ) other Taxes attributable to the transactions contemplated by this Agreement . Forpurposes of the foregoing, any Property Taxes for any Straddle Period shall be allocated to the portion of the StraddlePeriod ending on the Closing Date on a per diem basis, and all other Taxes for any Straddle Period shall be allocatedas if such Straddle Period ended on the Closing Date, except that exemptions, allowances or deductions that arecalculated on an annual basis ( including depreciation and amortization deductions ), other than with respect to propertyplaced in service after the Closing, shall be allocated on a per diem basis