definiens: or means ( a ) any and all federal, sta te, provincial, local or foreign taxes, fees, levies, duties, tariffs, imposts, and other similar charges ( together with any and all interest, penal ties and additions to tax ) imposed by any Governmental Autho rity, including taxes or other charges on or with r espect to net income, gross income, franchises, windfall or o ther profits, gross receipts, property, sales, use, goods and services, service use, harmonized sales, capital st ock, payroll, employment, social security, workers ’ compensation, unemployment compensation, employment insurance premiums or net worth ; taxes or other charges in the nature of excise, severance, occupat ion, withholding, ad valorem, stamp, transfer, valu e added, or gains taxes ; license, lease, registration and docum entation fees ; and customs ’ duties, tariffs, and si milar charges, together with any interest or penalty, addition to tax or additional amount imposed by any Governmenta l Authority, ( b ) any Liability for payment of amounts described in clause ( a ) whether as a result of tra nsferee Liability, of being a member of an affiliated, cons olidated, combined or unitary group for any period or otherwise through operation of Law, and ( c ) any Lia bility for the payment of amounts described in clau ses ( a ) or ( b ) as a result of any tax sharing, tax indemnity o r tax allocation agreement or any other express or implied Contract to indemnify any other Person