definiens: or, collectively, shail mean ( i ) any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, proﬁts, sales, use and occupation, and value added, ad valorem, transfer . franchise, withholding, payroll, recapture, employment, excise and property taxes as well as public imposts, fees and social security charges ( including but not limited to health, unemployment and pension insurance ), together with all interest, penalties and additions imposed with respect to such amoums, ( ii ) any liability for the payment of any amounts of the type described in clause ( i ) of this Section 115(3 ) as a result of being a member of an afﬁliated, consolidated, combined or unitary group for any period, and ( iii ) any liability for the payment of any amounts of the type described in clauses ( i ) or ( ii ) of this Section 115(3 ) as a result of any express or implied obligation to indemnity any other person or as a result of any obligation under any agreement or amngcment with any other person with respect to such amounts and including any liability for taxes of a predecessor entity