definiens: and, collectively means : ( a ) any and all foreign, United States federal, state or local tax, including but not limited to net income, alternative or add - on minimum tax, gross income, gross receipts, sales, use, ad valorem, capital, value added, transfer, franchise, profits, excess profits, license, withholding, payroll, employment, FICA, FUTA, social security, unemployment, stamp, excise, severance, stamp, realproperty, personal property, intangible property, inventory, healthcare or healthcare insurance, occupation, insurance, premium, environmental or windfall profit tax, customs, duty or other tax or other governmentalfee, assessment or charge and including all obligations and Liabilities under applicable escheat or unclaimedproperty Laws, together with any related interest, penalty, addition to tax or additional amount imposed by anyapplicable Law or Tax Authority in connection therewith ( whether disputed or otherwise ) ; ( b ) any obligation orLiability for the payment of any amounts of the type described in clause ( a ) as a result of being a member of, or a successor of, an any affiliated, combined, consolidated or unitary group for any taxable period ; and ( c)any obligation or Liability for the payment of any amounts of the type described in clause ( a ) or ( b ) as a resultof being a transferee of or successor to any Person ( whether by merger, conversion or otherwise ) or as aresult of any legal or contractual obligation ( express or implied ) to pay such amounts to or on behalf ofanother Person or to indemnify any Person with respect to such amounts