definiens: means, without duplication and to the extent not included in Funded Indebtedness, NetWorking Capital or Seller Expenses, and to the extent not paid in full prior to or at the Closing, ( i ) any payments owingby the Company under stock appreciation rights, phantom equity or similar plans, in each case attributable to periodsprior to the Closing, plus the Company ’s share of any payroll Taxes due in connection with any such payments, ( ii)deferred compensation, severance, bonus and profit sharing payments of the Company to employees attributable topre - Closing periods, plus the Company ’s share of any payroll Taxes due in connection with any such payments, ( iii)any sale bonuses, profit sharing payments, change in control bonuses or retention bonuses that become payable bythe Company upon, and solely by reason of, the consummation of the transactions contemplated hereby and thatwere incurred by the Company prior to the Closing, plus the Company ’s share of any payroll Taxes due in connectionwith any such payments, and ( iv ) all Taxes of the Company ( a ) with respect to a taxable period ending on or prior tothe Closing Date, the Tax Returns for which have not been filed on or before the Closing Date, and ( b ) for the portionof fiscal year 2018 ending on the Closing Date ( determined in accordance with Section 6.8.1 ) . The determination ofclause ( iv ) in the preceding sentence shall, to the extent permitted by applicable Tax law, treat any deductions forSeller Expenses or Closing Liabilities available to the Company as deductions in such pre - Closing period