definiens: means ( i ) any and all federal, state, provincial, local, municipal, foreign and other taxes, levies, fees, imposts, duties, and similar governmental charges ( including any interest, fines, assessments, penalties or additions to tax imposed inconnection therewith or with respect thereto ) including ( x ) taxes imposed on, or measured by, income, franchise, profits orgross receipts, and ( y ) ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, capitalstock, license, branch, payroll, estimated, withholding, employment, social security ( or similar ), unemployment compensation, utility, severance, production, excise, stamp, earnings, healthcare, occupation, premium, windfall profits, transfer and gainstaxes, and customs duties, ( ii ) any liability in respect of any items described in clause ( i ) above whether as a result of transfereeliability, being a member of an affiliated, consolidated, combined or unitary group for any period, or otherwise by operationof law, and ( iii ) any liability for the payment of amounts described in ( i ) or ( ii ) as a result of any tax sharing, tax indemnity, ortax allocation agreement or any other express or implied agreement to indemnify any other person . For the avoidance ofdoubt, shall not include any amounts payable to any Governmental Authority under any unclaimed property, abandonment, escheat or similar Law