definiens: or means ( i ) any and all U.S. federal, state, local, and non - U.S. taxes, assessments and other governmentalcharges, duties, impositions and liabilities, including ( without limitation ) taxes based upon or measured by gross receipts, income, proﬁts, sales, use and occupation, and value - added, ad valorem, transfer, stamp, registration, environmental, windfall proﬁts, alternative or add - on minimum, franchise, A-19withholding, payroll, recapture, employment ( including social security ), escheat, estimated, excise and property taxes, together withall interest, penalties and additions imposed with respect to such amounts, ( ii ) any liability for the payment of any amounts of thetype described in clause ( i ) as a result of being ( or having been ) a member of an aﬃliated, consolidated, combined, unitary or similargroup for any period ( including any arrangement for group or consortium relief or similar arrangement ), including pursuant toTreasury Regulations Section 1.1502 - 6, and ( iii ) any liability for the payment of any amounts of the type described in clauses ( i ) or ( ii)as a result of any express or implied obligation to indemnify any other person or as a result of any obligations under any agreementsor arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor ortransferor or otherwise by operation of law