definiens: as used in this Agreement, means, with respect to any Person, ( a ) all income taxes ( including any tax on or basedupon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits)and all gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profits taxes, alternative or add - on minimum taxes, customs duties and othertaxes, fees, assessments or charges of any kind whatsoever, together with all interest and penalties, additions to tax and otheradditional amounts imposed by any taxing authority ( domestic or foreign ) on such Person ( if any ) and ( b ) any liability for thepayment of any amount of the type described in clause ( a ) above as a result of- 18 -Table of Contentsbeing a ( within the meaning of Section 6901 of the Code or any other applicable Law ) of another entity or amember of an affiliated or combined group