definiens: means ( a ) all taxes, including income, gross receipts, capital gain, ad valorem, value -added, goods and services, excis e, real property, personal property, sales, use, transfer, withholding, employment and franchise taxes or other similar charges imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political sub division of the United States or any such government, and any interest, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof and ( b ) any liability for any item d escribed in clause ( a ) of another natural person, corporation, limited liability company, association, partnership, not for profit entity, other form of business, or Governmental Entity, whether by Contract ( other than any Contract entered into in the Ordi nary Course the principal purpose of which is not related to taxes ) or express or implied agreement, pursuant to any applicable Law, as a transferee or successor, or otherwise