definiens: means any of the Taxes, where means ( i ) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other asse ssments, including all income, gross receipts, capi tal, sales, use, ad valorem, value added, transfer, franchise, profi ts, inventory, 39 capital stock, license, withholding, payroll, emplo yment, social security, unemployment, excise, sever ance, stamp, occupation, property and estimated taxes, cu stoms duties, fees, assessments and charges of any kind whatsoever or ( ii ) all interest, penalties, fines, additions to tax or additional amounts imposed by a ny Taxing Authority in connection with any item described in clause ( i ) and ( iii ) any transferee liability in re spect of any items described in clauses ( i ) or ( ii ) payable by r eason of Contract, assumption, transferee liability, operation of law, Treasury Regulation Section 1.1502 6(a ) ( or an y predecessor or successor thereof of any analogous or similar provision under any Legal Requirement ) or o therwise