definiens: means any and all Taxes ( a ) imposed on the Company, or imposed with respect to the Business, for anyPre - Closing Tax Period and for the portion of any Straddle Period ending on the Closing Date ( determined in accordance with Section 7.1),including ( i ) any Taxes for which Buyer or the Company may be held liable pursuant to Section 6225 of the Code and ( ii ) any Taxes that weredeferred, including pursuant to the CARES Act ( or any other corresponding or similar provision of other applicable Law with respect to Taxes);(b ) of any Consolidated Group ( or any member thereof, other than the Company ) of which the Company ( or any predecessor thereof ) is orwas a member on or prior to the Closing Date by reason of Treasury Regulations Section l.1502 - 6(a ) or any analogous or similar foreign, stateor local law ; ( c ) of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwise, resulting from events, transactions or relationships occurring or existing prior to the Closing ; ( d ) that are social security, Medicare, unemployment or other employment or withholding Taxes owed as a result of any payments made to Seller pursuant to this Agreement ; or(e ) that are allocated to Seller pursuant to Section 7.3 ; provided that no such Tax will constitute an Excluded Tax to the extent such Tax wasincluded in Indebtedness or as a Current Liability in the final determination of the Net Working Capital Adjustment