definiens: shall mean any and all federal, state, local and foreigntaxes, assessments and other governmental charges, duties, impositions, leviesand liabilities, including taxes that are or are based upon or measured by grossreceipts, income, profits, sales, use and occupation, and value added, advalorem, transfer, gains, franchise, withholding, payroll, recapture, employment, excise, unemployment, insurance, social security, business license, occupation, business organization, stamp, environmental and property taxes, together with all interest, penalties and additions imposed with respect to suchamounts . For purposes of this Agreement, also includes any obligationsunder any agreements or arrangements with any Person with respect to theliability for, or sharing of, Taxes ( including pursuant to Treas . Reg . Section1.1502 - 6 or comparable provisions of state, local or foreign tax law ) andincluding any liability for Taxes as a transferee or successor, by contract orotherwise