definiens: ( including, with correlative meaning, th e terms and ) means, with respect to the Company ( i ) any net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premi um, property or windfall profits tax, alternative or add -on minimum tax, customs duty or other tax, fee, assessment or charge of any kind whatsoever, together with any interest and any penalty, addition to tax or additional amount imposed by any government al authority ( domestic or foreign)responsible for the imposition of any such tax ( a ) and ( ii ) any liability for the payment of any amount of the type described in the immediately preceding clause ( i ) as a result of the Company being a me mber of an affiliated or combined group with any other corporation at any time on or prior to the date hereof