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 ( or similar to ) taxes whatsoever, including any interest, penalty, or addition theretoand ( b ) any Liability for the payment of any amounts of the -7 - type described in clause ( a ) of this definition as a result of being a member of an affiliated, consolidated, combined or unitarygroup for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result ofbeing liable for another Person ’s taxes as a transferee or successor, by contract or otherwise