definiens: means ( a ) all taxes, charges, fees, levies or other similar assessments or liabilities of the Company in the natureof a tax, including income, gross receipts, ad valorem, premium, value - added, Canada pension plan contributions, employment insurance premiums, employer health taxes, alternative minimum, excise, real property, personal property, sales, use, services, transfer, withholding, social security, employment, payroll, franchise and estimated taxes imposed by anyGovernmental Entity, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to orincurred in connection with any tax or any contest or dispute thereof and ( b ) to the extent not already covered by clause ( a),any liability for the payment of any amounts of the type described in clause ( a ) of this definition arising as a result of ( i ) beinga member of an affiliated, consolidated, combined or unitary group for any period, ( ii ) any tax sharing or tax allocationagreement, arrangement or understanding, or ( iii ) being liable for another Person ’s taxes as a transferee or successor, bycontract or otherwise