definiens: means ( i ) any and all federal, state, provincial, local, foreign and other taxes, levies, fees, imposts, duties, and similar governmental charges ( including any interest, fines, assessments, penalties or additions to taximposed in connection therewith or with respect thereto ) including ( x ) taxes imposed on, or measured by, income, franchise, profits or gross receipts, and ( y ) ad valorem, value added, capital gains, sales, goods and services, use, real or personalproperty, capital stock, license, branch, payroll, estimated, withholding, employment, social security ( or similar),unemployment, compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transferand gains taxes, and customs duties, ( ii ) any liability for payment of amounts described in clause ( i ) whether as a result oftransferee liability, joint and several liability for being a member of an affiliated, consolidated, combined, unitary or othergroup for any period, or otherwise by operation of law, and ( iii ) any liability for the payment of amounts described in clause(i ) or ( ii ) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement topay or indemnify any other Person