definiens: or means any and all U.S. federal, st ate, local and non - U.S. taxes, assessments, levies, tariffs, duties or other charges or imposit ions in the nature of a tax ( together with any and all interest, penalties, additions to tax and additional amounts, imposed with respect thereto or imposed in connect ion with any failure to timely or properly file any Tax Return ) imposed by any Governmental Entity, including net i ncome, estimated income, gross income, gross receipts, pro fits, business, license, occupation, franchise, cap ital stock, property ( real, tangible or intangible ), sales, use, ad valorem, transfer, value added, built - in gain, registration, employment or unemployment, social security, health, payroll, disability, severance, escheat or unclai med property ( whether or not considered a tax under applicable l aw ) alternative or add - on minimum, customs, excise, stamp, environmental, windfall profit, commercial rent or withholding taxes, whether disputed or not and incl uding any obligations to indemnify or otherwise pay, assume o r succeed to the Tax liability of any other Person