definiens: means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, environmental, natural resources, customs duties, franchise, withholding, socialsecurity ( or similar ), payroll, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add - on minimum, estimated tax, or other tax of any kind whatsoever, includingany interest, penalty, or addition thereto, whether disputed or not, including such item for which Liability arises fromthe application of Treasury Regulation 1.1502 - 6, as a transferee or successor - in - interest, by contract or otherwise, andany Liability assumed or arising as a result of being, having been, or ceasing to be a member of any Affiliated Group(as defined in Section 1504(a ) of the Code ) ( or being included or required to be included in any Tax return relatingthereto ) or as a result of any Tax indemnity, Tax sharing, Tax allocation or similar Contract