definiens: means all of the following in connection with theoperations of the Gestiva Business or the transactions contemplated hereby:(i ) any net income, alternative or add - on minimum, gross income, grossreceipts, sales, use, value added, ad valorem, transfer, franchise, profits, license, excise, severance, stamp, occupation, payroll, employment, withholding, social security, unemployment, disability, registration, premium, property, environmental, windfall profits, capital stock, customs duty, orother tax, governmental fee or other like assessment imposed by anygovernmental, regulatory or administrative entity or 11 < PAGE><PAGE > agency responsible for the imposition of any such tax ( domestic or foreign)including any interest, penalty or addition thereon, whether disputed or not,(ii ) any Liability for the payment of any amounts of the type described in ( i)as a result of being a member of any affiliated, consolidated, combined, unitary or other group for any Tax Period and ( iii ) any Liability for thepayment of any amounts of the type described in ( i ) or ( ii ) as a result of anyexpress or implied obligation to indemnify any other Person