definiens: means all of the following in connection with the operation of the Business or the transactionscontemplated hereby : ( i ) any net income, withholding, deduction, alternative or add - on minimum tax, gross income, gross receipts, sales, use, value added ad valorem, transfer, franchise, profits, license, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, capital tax, customs duty or other tax, governmentalfee or other like assessment, together with any interest, penalty or additional amount due, imposed by anygovernmental, regulatory or administrative entity or agency responsible for the imposition of any such tax ( domestic orforeign ) ; ( ii ) any Liability for the payment of any amounts of the type described in ( i ) as a result of being a member of anyaffiliated, consolidated, combined, unitary or other group for any taxable period ; and ( iii ) any Liability for the payment ofany amounts of the type described in ( i)or ( ii ) as a result of any express or implied obligation to indemnify any otherPerson