definiens: means ( a ) any and all federal, state, local, or non - U.S. taxes, assessments, charges, duties, fees, imports, levies or other charges from any Governmental Entity ( including interest, penalties or additions associated therewith),including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll . social security(or similar tax ), social contribution, unemployment compensation, unclaimed property escheat, disability, transfer, sales, bulk sales, use, excise, license, occupation, registration, stamp, premium, environmental, customs duties, alternative or add - on minimum, estimated, gross receipts, value - added, ad valorem, profits, estimated, and all other taxes of any kind for which Ingenus may haveany Liability imposed by any Governmental Entity, whether disputed or not, and any charges, interest or penalties imposed by anyGovernmental Entity, and ( b ) any Liability in respect of any items described in clause ( a ) payable by reason of contract, assumption, transferee liability, operation of Law, Treasury Regulations section 1.1 502 - 6(a ) ( or any predecessor or successor thereof or anyanalogous or similar provision under Law ) or otherwise