definiens: or means ( a ) any and all federal, state, provincial, local or foreigntaxes, fees, levies, duties, tariffs, imposts, and other similar charges ( together with any and allinterest, penalties and additions to tax ) imposed by any Governmental Authority, including taxesor other charges on or with respect to net income, gross income, franchises, windfall or otherprofits, gross receipts, property, sales, use, goods and services, service use, harmonized sales, capital stock, payroll, employment, social security, workers ’ compensation, unemploymentcompensation, employment insurance premiums or net worth ; taxes or other charges in thenature of excise, severance, occupation, withholding, ad valorem, stamp, transfer, value added, or gains taxes ; license, lease, registration and documentation fees ; and customs ’ duties, tariffs, and similar charges, together with any interest or penalty, addition to tax or additional amountimposed by any Governmental Authority, ( b ) any Liability for payment of amounts described inclause ( a ) whether as a result of transferee Liability, of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of Law, and ( c ) any Liability for the payment of amounts described in clauses ( a ) or ( b ) as a result of anytax sharing, tax indemnity or tax allocation agreement or any other express or implied Contract toindemnify any other Person