definiens: means ( i ) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments andcharges of any kind whatsoever, ( ii ) all interest, penalties, fines, additions to tax or additional amounts imposed byany taxing authority in connection with any item described in clause ( i ) and ( iii ) any liability in respect of any itemsdescribed in clauses ( i ) and/or ( ii ) as a transferee or as an indemnitor, guarantor, surety or in a similar capacity underany contract, arrangement, agreement, understanding or commitment ( whether oral or written )