definiens: ( and, with correlative meaning, ) means : ( i ) any federal, state, local or foreign net income, gross income, gross receipts, windfall profit, severance, property, production, sales, use, license, excise, franchise, escheat, employment, payroll, withholding, alternative or add - on minimum, ad valorem, value added, transfer, stamp, or environmental tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any governmental authority ; and ( ii ) any liability of the Company for the payment of amounts with respect to payments of a typedescribed in clause ( i ) as a result of being a member of an affiliated, consolidated, combined or unitary group, or as a result of any obligation of the Company under any TaxSharing Arrangement or Tax Indemnity Agreement . means any written or unwritten agreement or arrangement pursuant to which the Company may be required to indemnify or reimburseanother party for any liability relating to Taxes