definiens: means ( i ) any tax, or similar governmental fee, assessment or charge of any kind whatsoever ( including, butnot limited to, withholding on amounts paid to or by any Person ), together with any interest, penalty, addition to tax oradditional amount imposed by any Governmental Authority responsible for the imposition of any such tax ( domestic orforeign ) ( a ), and any liability for any of the foregoing as transferee, ( ii ) in the case of the Company or anySubsidiary of the Company, liability for the payment of any amount of the type described in clause ( i ) as a result of being orhaving been before the Effective Time a member of an affiliated, consolidated, combined or unitary group, or a party to anyagreement or arrangement, as a result of which liability of the Company or any of its Subsidiaries to a Taxing Authority isdetermined or taken into account with reference to the activities of any other Person, and ( iii ) liability of the Company or anySubsidiary of the Company for the payment of any amount as a result of being party to any Tax Sharing Agreement or withrespect to the payment of any amount imposed on any Person of the type described in ( i ) or ( ii ) as a result of any existingexpress or implied agreement or arrangement ( including, but not limited to, an indemnification agreement or arrangement )