definiens: means, without duplication, ( a ) any and all Taxes of or imposed on the Company or any of its Subsidiaries for any and all Pre - Closing Periods,(b ) any and all Taxes of or imposed on the Company or any of its Subsidiaries for any and all portions of Straddle Periods ending on the Closing Date ( determined in accordancewith Section 9.1(b ) hereof ), ( c ) any and all Taxes of an ( as defined in Section 1504 of the Code ) ( or affiliated, consolidated, unitary, combined or similar groupunder applicable U.S. state, local or non - U.S. Law ) of which the Company or any of its Subsidiaries ( or any predecessor of any such Person ) is or was a member on or prior tothe Closing Date, including pursuant to Treasury Regulations Section 1.1502 - 6 ( or any predecessor or successor thereof or any analogous or similar U.S. state, local or non - U.S