definiens: means ( a ) any and all U.S. federal, state and loc al, non - U.S., and other taxes, including all net income, gross income, gross receipts, sales, use, a d valorem, transfer, franchise, profits, branch pro fits, profit share, license, lease, service, service use, value added, withholding, payroll, employment, fringe, fringe be nefits, excise, estimated, severance, stamp, occupation, premium, p roperty, windfall profits, wealth, net wealth, net worth, or other taxes or charges, fees, 20 duties, levies, tariffs, imposts, tolls, customs or other assessments, in each case, in the nature of a tax, imposed by any Governmental Authority, together with any inter est, penalties, inflationary adjustments, additions to tax, fines or other additional amounts imposed thereon, with r espect thereto, ( b ) any and all liability for the p ayment of any items described in clause ( a ) arising from as a res ult of being ( or ceasing to be ) a member of a fisca l unity, affiliated, consolidated, combined, unitary, or other similar g roup ( or being included ) in any Tax Return related to such group, ( c ) any and all liability for the payment of any amounts as a result of any successor or transf eree liability, in respect of any items described in clause ( a ) or ( b ) above, and ( d ) any and all liability for the pa yment of any items described in clause ( a ) or ( b ) above as a res ult of, or with respect to, any express obligation to indemnify any other Person pursuant to any tax sharing, tax indem nity or tax allocation agreement or similar agreeme nt or arrangement with respect to taxes ( other than a com mercial leasing or financing agreement or agreement s entered into in the ordinary course of business that are no t primarily related to Taxes )