definiens: means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including any Governmental Entity ; ( u ) means, with respect to any Person, any other Person of which stock or otherequity interests having ordinary voting power to elect more than 50 % of the board of directors or other governing bodyare owned, directly or indirectly, by such first Person ; ( v ) means any return, declaration, report, certificate, bill, election, claim forrefund, information return, statement or other written information and any other document filed or supplied or requiredto be filed or supplied to any Governmental Entity or any other Person with respect to Taxes, including any schedule, attachment or supplement thereto, and including any amendment thereof ; and ( w ) means ( w ) all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, stock, ad valorem, transfer, transaction, franchise, profits, gains, registration, license, wages, lease, service, service use, employee and other withholding, social security, unemployment, welfare, disability, payroll, employment, excise, severance, stamp, environmental, occupation, workers ’ compensation, premium, real property, personal property, escheat or unclaimed property, windfall profits, net worth, capital, value - added, alternative or add - on minimum, customs duties, estimated and other taxes, fees, assessments, charges orlevies of any kind whatsoever ( whether imposed directly or through withholding and including taxes of any third partyin respect of which a Person may have a duty to collect or withhold and remit and any amounts resulting from thefailure to file any Tax Return ), whether disputed or not, together with any interest and any penalties, additions to tax oradditional amounts with respect thereto ; ( ii ) any liability for payment of amounts described in clause ( i ) whether as aresult of transferee liability, of being a member of an affiliated, consolidated, combined or unitary group for any periodor otherwise through operation of Law ; and ( iii ) any liability for the payment of amounts described in clauses ( i ) or(ii ) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreementto indemnify any other Person