definiens: means ( A ) all taxes, charges, fees, levies or other similar assessments orliabilities in the nature of a tax, including income, gross receipts, net proceeds, alternative or add - on minimum, advalorem, turnover, premium, value - added, excise, stamp, leasing, lease, real property, personal property ( tangible orintangible ), sales, use, service, transfer, fuel, excess profits, profits, windfall profits, withholding ( including employee’sincome withholding ), unemployment or other social security, occupational, employment, severance, disability, payroll, registration, environmental, capital stock, capital duty, gains, wealth, welfare, franchise, customs, estimated, duties(including customs duties ) and escheat or unclaimed property taxes, in each case imposed by any Taxing Authority;(B ) any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred inconnection with any tax described in clause ( A ) or any contest or dispute thereof ; and ( C ) any liability for the paymentof amounts described in clauses ( A ) or ( B ) as a result of any Tax sharing, Tax indemnity or Tax allocation agreementor any other express or implied agreement to pay or indemnify any other Person whether by contract or otherwise