definiens: ( and, with correlative meaning, and ) means ( i ) any income, gross receipts, sales, use, advalorem, value added, franchise, capital stock, profits, 14employment, excise, severance, stamp, real or personal property or other tax, governmental fee or other like assessment orcharge of any kind whatsoever ( including, but not limited to, withholding on amounts paid to or by any Person ), togetherwith any interest, penalty, addition to tax or additional amount imposed by any Governmental Entity responsible for theimposition or collection of any such amount ( each, a ) and any liability for any of the foregoing as transferee,(ii ) in the case of the Company or any of its Subsidiaries, liability for the payment of any amount of the type described inclause ( i ) as a result of being or having been before the Closing a member of an affiliated, consolidated, combined or unitarygroup, or a party to any agreement or arrangement, as a result of which liability of the Company or any of its Subsidiaries to aTaxing Authority is determined or taken into account with reference to the activities of any other Person and ( iii ) liability ofthe Company or any of its Subsidiaries for the payment of any amount as a result of being party to any Tax SharingAgreement