definiens: or means ( a ) any and all federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security ( or similar, including FICA ), unemployment, disability, real property, personalproperty, sales, use, transfer, registration, value added, alternative or add - on minimum, estimated, or other tax of any kind orany charge of any kind in the nature of taxes whatsoever, including any interest, penalty, or addition thereto, in each casewhether disputed or not and ( b ) any liability for the payment of any amounts of the type described in clause ( a ) of thisdefinition arising as a result of ( i ) being a member of an affiliated, consolidated, combined or unitary group for any period, ( ii)any tax sharing or tax allocation agreement, arrangement or understanding, or ( iii ) being liable for another Person ’s taxes as atransferee or successor, by contract or otherwise