definiens: or shall mean ( a ) any federal, state, local, or non - U.S. income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental ( including taxes underSection 59A of the Code ), customs duties, capital stock, franchise, profits, withholding, social security ( or similar),unemployment, disability, real property, personal property, sales, use, transfer, unclaimed property or escheat ( orsimilar ), registration, value added, alternative or add - on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not, ( b ) any liability for or in respect of thepayment of any amount of a type described in clause ( a ) of this definition as a result of being a member of anaffiliated, combined, consolidated, unitary or other group for Tax purposes, or ( c ) any liability for or in respect of thepayment of any amount described in clauses ( a ) or ( b ) of this definition as a transferee or successor, by Contract orotherwise