definiens: ( and, with correlative meaning, and ) means all ( i ) U.S. federal, state andlocal, Canadian federal, provincial, territorial and municipal, and foreign taxes ( including any tax on or based upon netincome, gross income, earnings or profits ) and all gross receipts, capital, sales, value added, goods and services, harmonized sales, excise, stamp, use, ad valorem, transfer, land transfer, franchise, license, withholding, payroll, employment or unemployment, property, development, occupancy, employer health, payroll, employment, health, social services, education, social security, severance or windfall profits taxes, alternative or add - on minimum taxes, all customs duties and import and export taxes, countervail and anti - dumping, all surtaxes, all licence, and registrationfees, employment insurance, health insurance, Canada, Québec and other government pension plan premiums orcontributions or other taxes, duties, fees, premiums, assessments, imposts, levies and other charges, together withany interest and any penalties, fines, additions to tax or other additional amounts imposed by any Taxing Authority inrespect thereof, and ( ii ) any liability with respect to any items in clause ( i ) above payable by reason of Contract, assumption, transferee liability, operation of law or otherwise, including any liability for the payment of any amounts inclause ( i ) as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group, and anyliability for the payment of any amount as a result of being a party to a tax sharing agreement or as a result of anyexpress obligation to indemnify any other Person with respect to the payment of any amount described in clause ( i ) orthis clause ( ii )