definiens: or means ( a ) any and all federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security ( or similar, including FICA ), unemployment, disability, real property, personalproperty, sales, use, transfer, registration, escheat obligation, value added, alternative or add - on minimum, estimated, or othertax of any kind or any charge of any kind in the nature of ( or similar to ) taxes whatsoever, including any interest, penalty, oraddition thereto, whether disputed or not and ( b ) any liability for the payment of any amounts of the type described in clause(a ) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, asa result of any tax sharing, tax allocation indemnification agreement, arrangement or understanding, or as a result of beingliable for another Person ’s Taxes as a transferee or successor, by contract or otherwise