definiens: means ( a ) all Income Taxes owed by [COMPANY] Corp. or any of its Affiliates for any period ; ( b ) all Taxes relating to the Excluded Asse ts or Excluded Liabilities for any period ; ( c ) all Taxes relating to the Purchased Assets, the Business, or the Assum ed Liabilities for any Pre- Closing Period ; ( d ) all Taxes of [COMPANY] Corp. or any other Person by reason of being a member of a consolidated, combined, unitary, or Af filiated Group that in cludes [COMPANY] Corp. or any of its present or past Aff iliates prior to the Closing, by reason of a tax sharing, tax indemnity, or similar agreement entere d into by [COMPANY] Corp. or any of its present or past Affiliates prior to the Closing ( other than this Agree ment ) or by reason of transferee or successor liabi lity arising in respect of a transaction undertaken by [COMPANY] Corp. or any of its present or past Affiliates prior to the Closin g ; or ( e ) Taxes imposed on Acquisition Co. or Purchaser as a result of any breach of any warranty or representation un der Section 3.22, or breach by [COMPANY] Corp. of any covenant relating to Taxes . For purposes of this Agreement, in the ca se of any Straddle Period, ( i ) Property Taxes relating to the Purchased Assets allocable to the Pre- Closing Period shall be equal to the amount of such Property Taxes for t he entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that fall within the Pre- Closing Period and the denominato r of which is the number of days in the entire Stra ddle Period, and ( ii ) Taxes ( other than Property Taxes ) relating to the Purchased Assets for the Pre -Closing Period shall be computed as if such taxable period ended as of the close of business on the Closing Da te