definiens: within the meaning of Section 280 G of the Code ; ( ix ) any fraud, intentional misrepresentation, will ful misconduct or willful breach on the part of ( A ) the Company or ( B ) any Company Representativ e in connection with or relating directly or indire ctly to ( 1 ) the negotiation, execution, delivery or perform ance of this Agreement and ( 2 ) any of the transacti ons contemplated hereby ; 60 ( x ) Pre - Closing Taxes ( without duplication of any a mount included as a liability in the calculation of Net Working Capital or for Taxes inc luded in Unpaid Transaction Expenses, in each case, that reduced Merger Cash Consideration ) ; and ( xi ) any Action directly or indirectly relating to any breach, alleged breach, Liability or to any matters described in clauses ( i ) through ( x ) of this Section 9.2(a ) and including any Action comme nced by an Indemnitee for the purpose of enforcing any of i ts rights under this Section 9.2(a )