definiens: means any ( a ) all federal, provincial, territorial, state, municipal, local, foreign, or other taxes, imposts, rates, levies, assessmentsand other charges in the nature of a tax ( and all interest and penalties thereon and additions thereto imposed by any governmental authority),including without limitation all income, excise, franchise, gains, capital, real property, goods and services, transfer, value added, grossreceipts, windfall profits, severance, ad valorem, personal property, production, sales, use, license, stamp, documentary stamp, mortgagerecording, employment, payroll, social security, unemployment, disability, escheat, estimated or withholding taxes, and all customs and importduties, together with all interest, penalties and additions thereto imposed with respect to such amounts, in each case whether disputed or not;(b ) any Liability for the payment of any amounts of the type described in clause ( a ) as a result of being or having been a member of anaffiliated, consolidated, combined or unitary group ; and ( c ) any Liability for the payment of any amounts as a result of being party to any taxsharing agreement or arrangement or as a result of any express or implied obligation to indemnify any other person with respect to thepayment of any amounts of the type described in clause ( a ) or ( b )