definiens: means ( i ) all federal, state, provincial, local or non - U.S. taxes, charges, fees, imposts, levies or otherassessments, including, without limitation, all income, alternative minimum, 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 other additional amounts imposed by anytaxing authority in connection with any item described in clause ( i ), and ( iii ) all transferee, successor, joint and several, contractual or other liability ( including, without limitation, liability pursuant to Treas . Reg . § 1.1502 - 6 ( or any similar state, local or non - U.S. provision ) ) in respect of any items described in clause ( i ) or ( ii )