definiens: shall mean ( a ) any and all taxes, fees, levies, duties, tariffs, imposts and other similar charges of any kind ( together with any and allinterest, penalties, additions to tax and additional amounts imposed withrespect thereto ) imposed by any Governmental Authority or taxing authority, including, without limitation : taxes or other charges on or with respect toincome, franchise, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers ' compensation, unemployment compensation or net worth ; taxes or other charges in the nature ofexcise, withholding, ad valorem, stamp, transfer, value - added or gains taxes;license, registration and documentation fees ; and customers ' duties, tariffs andsimilar charges, ( b ) any liability for the payment of any Tax as a result of 9 < PAGE > membership in any Affiliated Group and ( c ) any transferee or secondary liabilityin respect of any Tax ( whether imposed by Law or contractual arrangement )