definiens: means any Taxes : ( i ) of the Company or its Subsidiaries, or for which the Company or itsSubsidiaries is liable, that are attributable to any Pre - Closing Tax Period ( or portion thereof ), including, without duplication, Taxes allocable tothe portion of the Straddle Period ending on the Closing Date, ( ii ) of another Person that is imposed on the Company or its Subsidiaries, orfor which the Company or its Subsidiaries is liable, as a result of any Contract, Legal Requirement, as a transferee or successor, that relatesto a transaction or event occurring before the Closing, ( iii ) of the Company or any Subsidiary as a result of being or having been ( or ceasingto be ) a member of an affiliated, consolidated, combined or unitary group on or prior to the Closing Date, including pursuant to section1.1502 - 6 of the Treasury Regulations or any analogous or similar state, local, or non - U.S