definiens: shall mean ( i ) any taxes of any kind, including but not limited to those on or measured by orreferred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property, escheat or unclaimed property, orwindfall profits taxes, customs, duties, or similar fees, assessments, or charges of any kind whatsoever, together withany interest and any penalties, additions to tax or additional amounts imposed by any Governmental Authority, domesticor foreign, ( ii ) any liability for payment of amounts described in clause ( i ), whether as a result of transferee liability, jointand several liability for being a member of an affiliated, consolidated, combined, or unitary group for any period, orotherwise by operation of law, and ( iii ) any liability for the payment of amounts described in clauses ( i ) and ( ii ) as a resultof any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to pay orindemnify any other Person