definiens: means ( a ) all federal, state, local and foreign taxes, assessments, charges, duties, fees, levies orother similar amounts of any kind whatsoever, including all income, gross receipts, franchise, profits, capital gains, capital stock, excise, premium, escheat, unclaimed property, transfer, sales, use, occupation, property, excise, severance, windfall profits, stamp, stamp duty reserve, license, payroll, withholding, ad valorem, value added, alternative minimum, environmental, customs, social security ( or similar ), employment, unemployment, sick pay, disability, registration and other taxes, assessments, charges, duties, fees, levies or other similar amounts, whetherdisputed or not, together with all estimated taxes, deficiency assessments, additions to tax, penalties and interestwith respect thereto, and ( b ) any liability for the payment of any amounts of the type described in the foregoing clause(a ) as a result of being a member of an affiliated, consolidated, combined or unitary group, as a result of any taxsharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another Person’staxes as a transferee or successor, by contract or otherwise