definiens: or means, with respect to any Person, ( a ) all income taxes ( including any tax on or base d upon net income, gross income, or income as special ly defined, or earnings, profits, or selected items of income, earnings or profits ) and all gross receipts, value- added ( VAT or IVA ), sales, use, escheat, unclaimed property, goods and services, harmonized sales, ad valorem, t ransfer, registration, real or personal property, f ranchise, license, withholding, payroll, employment, social s ecurity, social insurance or windfall profits taxes, alternative or add - in minimum taxes, employment insurance premiums, customs duties, tariffs, excise, or other taxes o f any kind whatsoever, together with any interest and any pena lties, additions to tax or additional amounts impos ed by any Tax Authority on such Person, ( b ) any Liability for the payment of any amounts of the type described i n clause ( a ) of this definition for the Taxes of any other Perso n pursuant to Section 1.1502 - 6 of the Treasury Regu lations ( or any comparable provisions under state, local or non -U.S. Law ), and ( c ) any Liability for the payment o f any amounts of the type described in clause ( a ) of this definition as a result of any express or implied o bligation to indemnify or otherwise assume or succeed to the Lia bility of any other Person as a successor or transf eree, by Contract, or otherwise ( which, for the avoidance of doubt, shall not include taxes owing for a post - Cl osing period pursuant to an Assigned Contract )