definiens: means ( a ) all Taxes ( or the non - payment thereof ) of the Company or any of its Subsidiaries, in each case, for the Pre- Closing Tax Period ; ( b ) any Taxes ( or the non - payme nt thereof ) of a member of an affiliated, consolidated, combine d, or unitary group of which the Company or any of its Subsidiaries ( or any predecessor of any of the fore going ) is or was a member on or prior to the Closin g Date, including pursuant to Treasury Regulations Section 1.1502 - 6 or any analogous state, local or foreign L aw ; and ( c ) any Taxes ( or the non - payment thereof ) of any other Person ( other than the Company or its Subsidiaries ) as a transferee or successor or pursuant to any contract ual agreement entered into on or before the Closing Date or any Law which Taxes relate to an event or transaction o ccurring before the Closing ; provided, however, tha t shall not include a ny Taxes consisting of, related to, or resulting fr om ( x ) a Code Section 338 election with respect to the Purchaser ’ s purchase of the Company ’s capital stock pursuant to this Agreement, ( y ) any transactions occurring on the Cl osing Date after the Closing outside the Ordinary C ourse of Business ( other than explicitly contemplated by thi s Agreement ), or ( z ) any breach by the Purchaser or an Affiliate of Purchaser of Section 8.6