definiens: ( including with correlative meaning, the terms and ) means ( a ) all taxes, duties, orsimilar governmental charges, levies, imposts, or withholdings ( including net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or othertaxes, duties, charges, levies, imposts, withholdings or charges of any kind whatsoever ) whenever and by whateverGovernmental Authority imposed, and whether of the United States or elsewhere, whether or not any such taxes, duties, charges, levies, imposts or withholdings are directly or 12primarily chargeable against or to the Group Companies, together with in any such case any interest, fines, penalties, surcharges and charges incidental or relating to the imposing of any of such Taxes and any additions to tax oradditional amounts with respect thereto, ( b ) any liability for payment of amounts described in clause ( a ) above whetheras a result of transferee liability, of being a member of an affiliated, consolidated, combined or unitary group for anyperiod, or otherwise through operation of law, and ( c ) any liability for the payment of amounts described in clauses(a ) or ( b ) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or impliedagreement to indemnify any other person