definiens: or, collectively, shall mean(i ) any and all U.S. federal, state, provincial, local, Israeli and other non - U.S. taxes, assessments and other governmentalcharges, duties, impositions, installments and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, capital and value added goods and services, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes as well as public imposts, fees, national insurance and socialsecurity charges ( including health, unemployment, workers ’ compensation and pension insurance ), together with all interest, linkage ( hefreshai hatzmadah ), penalties and additions imposed with respect to such amounts, ( ii ) any liability for thepayment of any amounts of the type described in clause ( i ) of this Section 3.12(a ) as a result of being a member of anaffiliated, consolidated, combined or unitary group ( including any arrangement for group or consortium relief or similar 24arrangement ) for any period, and ( iii ) any liability for the payment of any amounts of the type described in clauses ( i ) or ( ii ) ofthis Section 3.12(a ) as a result of any express or implied obligation to indemnify any other person or as a result of anyobligation under any agreement or arrangement with any other person with respect to such amounts and including anyliability for taxes of a predecessor or transferor or otherwise by operation of Law