definiens: ( including with correlative meaning, the terms and ) means ( A ) all taxes, duties, or similargovernmental charges, levies, imposts, or withholdings ( including net income, gross income, gross receipts, sales, use, advalorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, duties, charges, levies, impostswithholdings or charges of any kind whatsoever ) whenever and by whatever Governmental Authority imposed, and whetherof the United States or elsewhere, whether or not any such taxes, duties, charges, levies, imposts or withholdings are directlyor primarily chargeable against or to the Company, together with in any such case any interest, fines, penalties, surcharges andcharges incidental or relating to the imposing of any of such Taxes and any additions to tax or additional amounts withrespect thereto, ( B ) any liability for payment of amounts described in clause ( A ) whether as a result of transferee liability, ofbeing a member of an affiliated, consolidated, combined or unitary group for any period, or otherwise through operation oflaw, and ( C ) any liability for the payment of amounts described in clauses ( A ) or ( B ) as a result of any tax sharing, taxindemnity or tax allocation agreement or any other express or implied agreement to indemnify any other person