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, capitalstock, franchise, profits, withholding, social security ( or similar, including FICA ), unemployment, disability, realproperty, personal property, sales, use, transfer, registration, escheat obligation, value added, alternative or add - onminimum, estimated, or other tax of any kind or any charge of any kind in the nature of ( or similar to ) taxeswhatsoever, including any interest, penalty, or addition thereto, whether disputed or not and ( b ) any liability for thepayment of any amounts of the type described in clause ( a ) of this definition as a result of being a member of anaffiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing, tax allocationindemnification agreement, arrangement or understanding, or as a result of being liable for another Person ’s Taxes asa transferee or successor, by contract or otherwise