definiens: means ( i ) any tax, governmental fee orother like assessment or charge of any kind whatsoever ( including any net income, capital gains, alternative or add - onminimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, licence, withholdingtax on amounts paid, payroll, employment, excise, severance, stamp, capital stock, occupation, property, environmental orwindfall profit tax, premium, custom, duty or other tax ), together with any interest, penalty, addition to tax or additionalamount due, imposed by any Governmental Entity ( in any jurisdiction ) responsible for the imposition of any such tax ( a ) and ( ii ) any liability for the payment of any amount of the type described in clause ( i ) above as a result ofa party to this Agreement being a member of an affiliated, consolidated or combined group with any other corporation, company, body corporate or partnership at any time on or prior to the Closing Date