definiens: or shall mean all ( i ) U.S. federal, state or local o r non - U.S. income, franchise, profits, capital gains, capital stock, transfer, sales, use, occupation, real property, personal property, exci se, severance, windfall profits, escheat, unclaimed property, stam p, stamp duty reserve, license, payroll, withholdin g, backup withholding, ad valorem, value added, alternative o r add - on minimum, environmental ( including taxes un der Code Section 59A ), customs, duties, social security ( or similar ), unemployment, disability, registrati on and other taxes of any kind whatsoever, whether disputed or n ot, together with all estimated taxes, deficiency a ssessments, additions to tax, penalties and interest ; ( ii ) any liability for the payment of any amount of a type d escribed in clause ( i ) arising as a result of being or having b een a stockholder of any affiliated, consolidated, combined, unitary or other group or being or having been [ * * * ]= CERTAIN CONFIDENTIAL INFORMATION OMITTED A-6 included or required to be included in any tax retu rn related thereto ; and ( iii ) any liability for the payment of any amount of a type described in clause ( i ) or clause ( ii ) as a transferee or successor, by Contract or o peration of Law, or otherwise