definiens: or means ( a ) any net income, alternative or add - on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition - to - tax or additional amount imposed by any Governmental Authority ( domestic or foreign ) responsible for the imposition of any such tax, ( b ) any Liability of Seller for the payment of any amount of the type described in clause ( a ) above as a result of being a member of an affiliated, consolidated, combined or unitary group, and ( c ) any Liability of Seller for the payment of any amount as a result of being party to any tax sharing agreement or with respect to the payment of any amounts of the type described in clauses ( a ) or ( b ) above as a result of any express or implied obligation to indemnify any other Person