definiens: means ( i ) all direct and indirect statutory, governmental, federal, state, local, municipal, foreign and other netincome, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, unclaimed property, escheat, windfall profits, customs, duties or other taxes, contributions, rates, levies(including social security ), fees, assessments or charges of any kind whatsoever, whether disputed or not, togetherwith any interest and any penalties, additions to tax or additional amounts with respect thereto ; ( ii ) any Liability forpayment of amounts described in clause ( i ) whether as a result of transferee Liability, of being a member of anaffiliated, consolidated, combined, unitary or similar group for any period, or otherwise through operation of Law ; and(iii ) any Liability for the payment of amounts described in clauses ( i ) or ( ii ) as a result of any tax sharing, tax indemnityor tax allocation agreement or any other express or implied agreement to indemnify any other Person