definiens: or means : ( i ) any federal, state, loc al or foreign net income, gross income, gross receipts, windfall profit, severance, property, pro duction, sales, use, license, excise, franchise, em ployment, payroll, withholding on amounts paid to or by any P erson, alternative or add - on minimum, ad valorem, v alue - added, transfer, stamp, or environmental tax ( inclu ding taxes under Code Section 59A ), unclaimed prope rty, escheat payments or any other tax, custom, duty, so cial security or healthcare contribution, contribut ion to a disabled persons rehabilitation fund, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any Governmental Entity and ( ii ) any liability for the payment of amounts determined by reference to amoun ts described in clause ( i ) as a result of being or hav ing been a member of any group of corporations that files, will file, or has filed Tax Returns on a combined, conso lidated, unitary or similar basis, as a result of a ny obligation under any agreement or arrangement ( including any T ax Sharing Arrangement ), as a result of being a tra nsferee or successor, or by contract or otherwise