definiens: means ( i ) any and all taxes, charges, fees, levies or other similar assessments or liabilities in the nature of a tax, including income, gross receipts, ad valorem, premium, value - added, net worth, capital stock, capital gains, documentary, recapture, alternative or add - on minimum, disability, estimated, registration, recording, excise, real property, personalproperty, sales, use, license, lease, service, service use, transfer, withholding, employment, unemployment, insurance, employment insurance, social security, business license, business organization, environmental, worker ’s compensation, pension, payroll, profits, severance, stamp, occupation, windfall profits, customs, franchise and other taxes of any kindwhatsoever imposed by the United States of America, or any state, provincial, local or foreign government, or any agency orpolitical subdivision thereof, and any interest, penalties or additions to tax imposed with respect to such items or any contestor dispute thereof, ( ii ) any liability for the payment of any amounts of the type described in clause ( i ) of this sentence as aresult of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any taxable period, and(iii ) any liability for the payment of any amounts of the type described in clause ( i ) or ( ii ) of this sentence as a result of beinga transferee of or successor to any Person or as a result of any express or implied obligation to assume such Taxes or toindemnify any other Person