definiens: means, except to the extent taken into account in determining the FinalAggregate Purchase Price as finally determined pursuant to Section 3.07, ( a ) any and all Taxes imposed on or withrespect to the Company with respect to a Pre - Closing Tax Period, ( b ) Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502 - 6 or any analogous or similar state, local or non - U.S. Lawand ( c ) Taxes with respect to a Pre - Closing Tax Period of any Person imposed on the Company as a transferee orsuccessor, by Contract, indemnification agreement or pursuant to any Applicable Law, which Taxes relate to anevent, agreement or transaction occurring before the Closing . With respect to any Straddle Period : ( a ) in the case ofany Taxes that are imposed on or with respect to income, gains, receipts, sales, payroll or payments ( or any subsetor combination thereof ) and are payable for a Straddle Period, the portion of such Taxes related to the Pre - ClosingTax Period shall be deemed equal to the amount which would be payable if the relevant Tax period ended on andincluded the Closing Date ( and for such purpose, the taxable period of any partnership or other pass - through entity ornon - U.S. entity in which the Company holds a beneficial interest shall be deemed to terminate at such time ), ( b ) in thecase of any other Taxes for a Straddle Period, the portion of such Taxes related to the Pre - Closing Tax Period shallbe deemed to be the amount of such Tax for the entire taxable period, multiplied by a fraction, the numerator of whichis the number of days in the taxable period prior to and including the Closing Date and the denominator of which is thenumber of days in such Straddle Period, and ( c ) Section 6.10(h ) shall apply . The Parties agree that the taxable year ofthe Company for federal income Tax purposes shall end as of the close of business on the Closing Date and theCompany shall join the federal income Tax consolidated group of which Parent is a member on the beginning of theday following the Closing Date