definiens: or shall mean ( i ) any taxes of any kind, including those measured on, measured by or referred to as, income, alternative or add - on minimum, gross receipts, escheat, capital, capital gains, sales, use, ad valorem, franchise, profits, license, privilege, transfer, withholding, payroll, employment, social, excise, severance, stamp, occupation, premium, value added, property, environmental or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kindwhatsoever, together with any interest and any penalties, additions to tax or additional amounts ( including any interestthereon ) imposed by any Governmental Authority and ( ii ) any liability for the payment of any amount of the type described inclause ( i ) above as a result of a Person ( A ) being a ( within the meaning of Section 6091 of the Code or any otherapplicable Law ) of another Person, ( B ) being a member of an affiliated, combined or consolidated group, ( C ) being ( under Treasury Regulations Section 301.7701 - 2(c)(2)(i ) or similar provisionof state, local or non U.S. law ), or ( D ) being subject to a contractual or other arrangement