definiens: means all taxes, dues, duties, rates, imposts, fees, levies, other assessments, tariffs, charges or obligations of the same or similar nature, however denominated, imposed, assessed or collected by any governmental authority, including ( i ) allincome taxes, including any tax on or based on net income, gross income, income asspecifically defined, earnings, gross receipts, capital, capital gains, profits, businessroyalty or selected items of income, earnings or profits, and specifically including anyfederal, provincial, state, territorial, county, municipal, local or foreign taxes, stateprofit share taxes, windfall or excess profit taxes, capital taxes, royalty taxes, production taxes, payroll taxes, health taxes, employment taxes, withholding taxes(including all withholdings on amounts paid to or by the relevant person ), sales taxes, use taxes, goods and services taxes, custom duties, value added taxes, ad valoremtaxes, excise taxes, alternative or add - on minimum taxes, franchise taxes, grossreceipts taxes, licence taxes, occupation taxes, real and personal property taxes, landtransfer taxes, severance taxes, capital stock taxes, stamp taxes, anti - dumping taxes, WII172X012Q&947232.ii4countervailing taxes, occupation taxes, environment taxes, transfer taxes, andemployment or unemployment insurance premiums, social insurance premiums andworker 's compensation premiums and pension ( including Canada Pension Plan)payments, and other taxes, fees, imposts, assessments or charges of any kindwhatsoever together with any interest, penalties, additional taxes, fines and othercharges and additions that may become payable in respect thereof, ( ii ) any taximposed, assessed, collected or payable pursuant to any tax - sharing agreement or anyother contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency or fee, and ( iii ) any liability for any of the foregoing of atransferee, successor, guarantor or by contract or by operation of law