definiens: means all taxable periods ending on or before the Closing Date and the portion ending on the Clos ing Date of any taxable period that includes ( but does not end on ) the Clos ing Date . For purposes of this definition, all real estate Taxes, personal pr operty Taxes and similar ad valorem Taxes ( but excluding, for the avoidance of doubt, any Transfer Taxes ) arising out of, directly or indirectly, the Purchas ed Assets or the ownership or Control, lease or license of any of the Purchased A ssets for a taxable period that includes ( but does not end on ) the Closing Dat e shall be ( i ) apportioned between the [COMPANY] Companies and the applicable Acqui ror based on the number of days of such period included in the Pre - Closing Tax Period and the number of days of such period after the Closing Date and ( ii ) determined in a manner consistent with the past practice of the [COMPANY] Compa nies