definiens: means ( a ) all Taxes imposed on or payable by or with respect toSeller or any of its Affiliates ; ( b ) all Taxes imposed on or payable by or with respect to theCompany for any Pre - Closing Tax Period and the Pre - Closing Date Share of any such Taxes forany Straddle Period ; ( c ) any Taxes attributable to any deferred revenue or prepaid amountreceived on or prior to the Closing Date by Seller, the Company or any of their Affiliates ; ( d ) anyand all Liabilities for Taxes for which the Company is liable under Treasury Regulations§ 1.1502 - 6 ( or any corresponding or similar provision of non - U.S., state or local Law ), as atransferee or successor, by Contract or pursuant to any Law, or that are attributable to an event ortransaction occurring before the Closing Date or an ownership relationship existing before theClosing Date ; ( e ) all Transfer Taxes ; ( f ) any Losses incurred by Buyer or any of its Affiliatesarising out of, in connection with or relating to any inaccuracy in or breach of any representationor warranty made by Seller in Section 5.22 ; and ( g ) any subsidies required to be repaid or Taxesarising out of, in connection with or relating to the reduction or cancellation by a GovernmentalAuthority of any tax credit, tax abatement, expense reimbursement or other public aid grantedwith respect to a Pre - Closing Tax Period under a Tax Incentive Agreement to the extent suchreduction or cancellation results from Seller ’s or the Company ’s failure to perform, comply with orfulfill the obligations and requirements thereof on or prior to the Closing