definiens: means any and all ( a ) federal, provincial, territorial, state, municipal, local, foreign or other taxes, imposts, rates, levies, assessments and other charges in the nature of a tax ( and any and all interest and penalties thereon and additions thereto imposed by anyGovernmental Authority ), including any and all income, excise, franchise, gains, capital, real property, goods and services, transfer, valueadded, gross receipts, windfall profits, severance, ad valorem, personal property, production, sales, use, license, stamp, documentary stamp, mortgage recording, employment, payroll, social security, unemployment, disability, escheat, estimated or withholding taxes, and all customsand import duties, together with any and all interest, penalties and additions thereto imposed with respect to such amounts, in each casewhether disputed or not, ( b ) liabilities for the payment of any amounts of the type described in clause ( a ) as a result of being or having been atransferee or successor or a member of an affiliated, consolidated, combined or unitary group ; and ( c ) liabilities for the payment of anyamounts as a result of being party to any tax sharing agreement or arrangement or as a result of any express or implied obligation to indemnifyany other Person with respect to the payment of any amounts of the type described in clauses ( a ) or ( b )