definiens: means ( a ) all Taxes of the Company for any Pre - Closing Tax Period, including Taxes allocable to theportion of any Straddle Period ending on the Closing Date, ( b ) any and all Taxes of any Person imposed on the Company as atransferee or successor, by Contract, or pursuant to any applicableA-15Legal Requirement, which Taxes relate to an event or transaction occurring before the Closing, ( c ) any and all Taxes of any memberof an aﬃliated, consolidated, combined or unitary group of which the Company ( or any predecessor of the Company ) is or was amember on or prior to the Closing Date by reason of a liability under Treasury Regulation Sections 1.1502 - 6 or any comparableprovisions of non - U.S., state or local Legal Requirements, ( d ) all Taxes ( including the portion of the transfer Taxes which are theLiability of the Securityholders pursuant to Section 7.2 ) of any Securityholder for any taxable period, ( e ) all Taxes of the Companyarising in connection with the transactions contemplated by the Transactional Agreements, other than any transfer Taxes which arethe Liability of Purchaser pursuant to Section 7.2 ( except to the extent taken into account in the calculation of Indebtedness or as aCompany Transaction Expense in the calculation of the Merger Consideration )