definiens: means all taxable periods ending on or beforethe Closing Date and the portion ending on the Closing Date of any taxableperiod that includes ( but does not end on ) the Closing Date . For purposes ofthis definition, all real estate Taxes, personal property Taxes and similar advalorem Taxes ( but excluding, for the avoidance of doubt, any Transfer Taxes)arising out of, directly or indirectly, the Purchased Assets or the ownership orControl, lease or license of any of the Purchased Assets for a taxable periodthat includes ( but does not end on ) the Closing Date shall be ( i ) apportionedbetween the [COMPANY] Companies and the applicable Acquiror based on the number ofdays of such period included in the Pre - Closing Tax Period and the number ofdays of such period after the Closing Date and ( ii ) determined in a mannerconsistent with the past practice of the [COMPANY] Companies