definiens: means all ( a ) taxes, charges, withholdings, fees, levies, imposts, duties andgovernmental fees or other like assessments or charges of any kind whatsoever in the nature oftaxes imposed by any Australian, United States ( federal, state, or local ), German or otherapplicable taxing Authority, including those related to income, net income, gross receipts, license, payroll, employment, VAT, excise, severance, stamp, occupation, premium, windfallprofits, environmental ( including taxes under Code § 59A ), customs duties, capital stock, franchise, profits, withholding, social security ( or similar ), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add on minimum, estimated, business privilege, federal highway use, commercial rent or environmental tax, andany liability under unclaimed property, escheat, or similar Laws ), ( b ) interest, penalties, fines, additions to tax or additional-9 - amounts imposed by any Tax Authority in connection with ( i ) any item described in clause ( a ) or(ii ) the failure to comply with any requirement imposed with respect to any Tax Return, and ( c)liability in respect of any items described in clause ( a ) and/or ( b ) payable by reason of Contract(including any tax sharing agreement ), assumption, transferee, successor or similar liability(including bulk sales and similar liability ), operation of law ( including pursuant to TreasuryRegulations Section 1.1502 - 6 ( or any predecessor or successor thereof or any analogous orsimilar state, local, or foreign Law ) )