definiens: means ( whether or not disputed ) taxes of any kind, levies or other like assessments, duties, imposts, charges or fees, including but not limited to ( x ) all federal, state, local or foreign taxes, including all income, profits, capital gains, receipts, corporate franchise, net worth, sales, use, value added, property, ad valorem, intangible, unitary, transfer, stamp, documentary, payroll, employment, estimated, excise, environmental, occupation, premium, property, customs, duties, severance, windfall profits, franchise, license, withholding, social security, unemployment, alternative or add - on minimum, recapture or other taxes, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, ( y ) any liability for payment of amounts described in clause ( x ) as a result of transferee liability, under any agreement or through operation of law, and ( z ) any liability for payment of amounts described in clauses ( x ) or ( y ) as a result of any tax sharing, tax indemnity or tax allocation 42 CONFIDENTIAL TREATMENT agreement or any other express or implied agreement or any practice, policy or arrangement to indemnify any other person for taxes