definiens: means ( i ) all federal, state, local, foreign and other income, gross receipts, sales, use, productio n, ad valorem, transfer, franchise, registration, prof its, license, lease, service, service use, withhold ing, payroll, employment, unemployment, estimated, excise, severa nce, environmental, stamp, occupation, premium, pro perty ( real or personal ), real property gains, windfall p rofits, escheat or unclaimed property ( whether or n ot considered a tax under applicable law ) customs, duties or othe r taxes, fees, assessments or charges of any kind w hatsoever, together with any interest, additions or penalties with respect thereto ( or with respect to any failur e to timely or properly file any Tax Return ) and any interest in r espect of such additions or penalties and ( ii ) any liability for items described in clause ( i ) payable by reason of contract ( including any tax sharing, tax indemnific ation, or tax allocation agreement ), assumption, transferee, succ essor or similar liability ( including bulk transfer or similar Laws ), operation of law ( including pursuant to Trea sury Regulations Section 1.1502 - 6 or any predecesso r or successor thereof or any analogous or similar state, local, or foreign Law ) or otherwise