definiens: shall mean ( a ) any federal, state, local, or foreign or other tax ( including any net income tax, gross income tax, franchisetax, capital gains tax, gross receipts tax, gross profits tax, branch profits tax, value - added tax, surtax, estimated tax, employment tax, unemployment tax, national health insurance tax, excise tax, estimated tax, alternative or minimum tax, ad valorem tax, transfer tax, stamptax, sales tax, use tax, service tax, property tax, business tax, withholding tax or payroll tax ), levy, assessment, tariff, impost, imposition, duty ( including any customs duty ) or other tax or charge of any kind whatsoever, imposed, assessed or collected by or under the authority ofany Governmental Body, together with any interests, penalties, inflationary adjustments, additions to tax, fines or other additional amountsimposed thereon, with respect thereto, or related thereto, ( b ) any liability for payment of amounts described in the preceding clause ( a ) of thisdefinition as a result of transferee liability, joint and several liability, contract assumption, operation of law, by reason of being a member ofan affiliated, consolidated, combined, unitary or other group, or otherwise and ( c ) any liability for the payment of amounts described in thepreceding clauses ( a ) or ( b ) of this definition as a result of any Tax sharing agreement, Tax indemnity agreement or any other express orimplied agreement to pay or indemnify any other Person