definiens: or collectively ‘ Taxes ’ shall mean ( i ) any and all taxes imposed by any governmental body, assessments and other governmental charges, duties, impositions and liabilities, including sales tax, excise duties, value added tax, other taxes based upon or measured by gross receipts, income, profits, use and occupation, ad valorem, transfer, franchise, withholding, payroll, employment andproperty taxes, together with all interest, penalties and additions imposed with respect to suchamounts ; ( ii ) any liability for the payment of any amounts of the type described in clause ( i ) as aresult of being or ceasing to be a member of an affiliated, consolidated, combined or unitary group forany period ; and ( iii ) any liability for the payment of any amounts of the type described in clause ( i ) or(ii ) as a result of any express or implied obligation to indemnify any other Person or as a result of anyobligations under any agreements or arrangements with any other Person with respect to suchamounts and including any liability for taxes of a predecessor entity or a transferor ; 1.1.47