definiens: or means all federal, state, local and foreign income, payroll, withholding, excise, value added, sales ( including bulk sales ), use, personal property, use and occupancy, businessand occupation, mercantile, real estate, gross receipts, license, employment, severance, stamp, premium, windfall profits, social security ( or unemployment ), disability, transfer, registration, alternativeor add - on minimum, estimated or capital stock and franchise and other taxes and assessments of anykind whatsoever, ( ii ) all interest or penalties, addition to tax or additional amount imposed, assessed orcollected by any Taxing Authority, in each case, regardless of whether disputed, and ( iii ) any liability forthe payment of any amounts of the type described in clause ( i ) or ( ii ) of this definition as a result of beinga member of an affiliated, consolidated, combined or unitary group, as a result of any tax sharing or taxallocation agreement, arrangement or understanding, or as a result of being liable for another Person’staxes as a transferee or successor, by contract or otherwise