definiens: means any ( a ) tax ( including any income tax, franchise tax, capital gains tax, estimated tax, gross receipts tax, value - added tax, surtax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, occupation tax, inventory tax, occupancytax, withholding tax or payroll tax ), levy, assessment, tariff, impost, imposition, toll, duty ( including any customs duty ), deficiency or fee, andany related charge or amount ( including any fine, penalty or interest ), ( b ) Liability for the payment of any amounts of the type described inclause ( a ) of this sentence as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any taxableperiod ( including any Liability pursuant to Treasury Regulations Section 1.1502 - 6 or any similar provision of state, local or foreign Law ) and(c ) Liability for the payment of any amounts of the type described in clause ( a ) or ( b ) of this sentence as a result of being a transferee of orsuccessor to any Person or as a result of any express or implied obligation to indemnify any other Person pursuant to any payments underany Tax allocation, sharing, or similar agreement, Contract or arrangement ( whether oral or written )