definiens: shall mean ( A ) all federal, state, local or foreign taxes, charges, fees, imposts, leviesor other assessments, including all income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever and ( B ) all interest, penalties, fines, additions to tax oradditional amounts imposed by any Governmental Authority in connection with any item described in clause(A ), and ( C ) any liability for the foregoing as transferee, ( ii ) in the case of the Company or any of itsSubsidiaries liability for the payment of any amount of the type described in clause ( i ) as a result of being orhaving been before the Effective Time a member of an affiliated, consolidated, combined or unitary group, ora party to any agreement or arrangement, as a result of which liability of the Company or any of itsSubsidiaries to any governmental authority ( a ) responsible for the imposition of any suchtax ( domestic or foreign ) is determined or taken into account with reference to the activities of any otherPerson, and ( iii ) liability of the Company or any of its Subsidiaries for the payment of any amount as a resultof being party to any tax sharing agreement or with respect to the payment of any amount imposed on anyperson of the type described in ( i ) or ( ii ) as a result of any existing express or implied agreement orarrangement ( including an indemnification agreement or arrangement )