definiens: or means any ( a ) all federal, provincial, territorial, state, municipal, local, foreign or other taxes, imposts, rates, levies, assessments and other charges in the nature of a tax ( and all interest and penalties thereon and additions thereto imposed by any GovernmentAuthority ), including without limitation all income, excise, franchise, gains, capital, real property, goods and services, transfer, value added, grossreceipts, 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 customs and import duties, together withall interest, penalties and additions thereto imposed with respect to such amounts, in each case whether disputed or not ; ( b ) any liability for the paymentof any amounts of the type described in clause ( a ) as a result of being or having been a member of an affiliated, consolidated, combined or unitary group;and ( c ) any liability for the payment of any amounts as a result of being party to any tax sharing agreement or arrangement or as a result of any expressor implied obligation to indemnify any other person with respect to the payment of any amounts of the type described in clause ( a ) or ( b )