definiens: means any and all ( a ) federal, state, local and foreign taxes, charges, fees, levies, imposts, duties and otherassessments, including without limitation any income, alternative minimum or add - on tax, estimated, gross income, grossreceipts, sales, use, transfer, transactions, intangibles, ad valorem, value - added, escheat, franchise, registration, title, license, capital, paid - up capital, profits, withholding, employee withholding, payroll, worker ’s compensation, unemploymentinsurance, social security, employment, excise, severance, stamp, occupation, premium, recording, real property, personalproperty, federal highway use, commercial rent, environmental ( including without limitation taxes under Section 59A of theCode ) or windfall profit tax, custom, duty or other tax, fee or other like assessment or charge of any kind in the nature of atax, together with any interest, penalties, related liabilities, fines or additions to tax that may become payable in respectthereof and ( b ) liability for amounts described in clause ( a ) under Treasury Regulation Section 1.1502 - 6 ( or any similarprovision of federal, state, local or foreign Law ), as a result of transferee liability, as a result of being a member of an affiliated, combined, consolidated or unitary group, by Contract, by Law or otherwise