definiens: or means any ( a ) all federal, provincial, territorial, state, municipal, local, foreign or other taxes, imposts, rates, levies, assessments and other charges in the nature of atax ( and all interest and penalties thereon and additions thereto imposed by any GovernmentalAuthority ), including all income, excise, franchise, gains, capital, real property, goods andservices, transfer, value added, gross receipts, windfall profits, severance, ad valorem, personalproperty, production, sales, use, license, stamp, documentary stamp, mortgage recording, employment, payroll, social security, unemployment, disability, estimated or withholding taxes, and all customs and import duties, together with all interest, penalties and additions theretoimposed with respect to such amounts, in each case whether disputed or not ; ( b ) any liability forthe payment of any amounts of the type described in clause ( a ) as a result of being or havingbeen a member of an affiliated, consolidated, combined or unitary group ; and ( c ) any liability forthe payment of any amounts as a result of being party to any tax sharing agreement orarrangement or as a result of any express or implied obligation to indemnify any other personwith respect to the payment of any amounts of the type described in clause ( a ) or ( b )