definiens: means ( i ) any tax, governmental fee or other like assessment or charge of any kind whatsoever ( including, but not limited to, all federal, state, local, foreign, income, gross receipts, license, payroll, employment, excise, escheat, severance, stamp, occupation, premium, windfall, profits, environmental, customs, duties, capital stock, franchise, profits, withholding, social security ( or similar, including FICA ), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add - on minimum, or estimated tax),together with any interest, penalty, addition to tax or additional amount, and any liability for any of the foregoing astransferee or successor, by contract or otherwise, ( ii ) in the case of the Company, liability for the payment of anyamount of the type described in clause ( i ) as a result of being or having been before the Closing a member of anaffiliated, consolidated, combined or unitary group, or a party to any agreement or arrangement, as a result of whichliability of the Company to a Taxing Authority is determined or taken into account with reference to the activities ofany other Person, and ( iii ) liability of the Company for the payment of any amount as a result of being party to anyTax Sharing Agreement