definiens: means ( a ) any and all taxes, charges, fees, levies or other similar assessments or liabilities in the nature of a tax, including income, gross receipts, ad valorem, premium, value - added, net worth, capital stock, capital gains, documentary, recapture, alternative or add - on minimum, disability, estimated, registration, recording, excise, escheat, real property, personal property, sales, use, license, lease, service, service use, transfer, withholding, employment, unemployment, insurance, employment insurance, social security, business license, business organization, environmental, worker ’s compensation, pension, payroll, proﬁts, severance, stamp, occupation, windfall proﬁts, customs, franchise and other taxes of any kindwhatsoever imposed by the United States, or any state, provincial, local or foreign government, or any agency or political subdivision thereof, ( b ) anyinterest, penalties or additions to tax imposed with respect to such items or any contest or dispute thereof or in connection with the failure to timely orproperly ﬁle any Tax Return ; ( c ) any liability for payment of amounts described in clause ( a ) or ( b ) whether as a result of transferee liability, of being amember of an aﬃliated, consolidated, combined or unitary group for any period or otherwise through operation of law ; and ( d ) any liability for thepayment of amounts described in clauses ( a ), ( b ) or ( c ) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express orimplied agreement to indemnify any other Person