definiens: means : ( i ) all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, registration, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or chargesof any kind whatsoever ( including any amounts resulting from the failure to file any tax return),together with any interest and any penalties, additions to tax or additional amounts with respectthereto ; ( ii ) any liability for payment of amounts described in clause ( i ) whether as a result oftransferee liability, of being a member of an affiliated, consolidated, combined or unitary groupfor any period or otherwise through operation of law ; and ( iii ) any liability for the payment ofamounts described in clauses ( i ) or ( ii ) as a result of any tax sharing, tax indemnity or taxallocation agreement or any other express or implied agreement to indemnify any other Person