definiens: or, collectively,, means ( i ) any and all federal, state, local and foreign taxes, assessments andother governmental charges, duties, impositions and liabilities in the nature of a tax, including taxes based upon or measuredby gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed withrespect to such amounts ; ( ii ) any liability for the payment of any amounts of the type described in clause ( i ) as a result ofbeing or ceasing to be a member of an affiliated, consolidated, combined or unitary group for any period ( including, withoutlimitation, any liability under Treas . Reg . Section 1.1502 - 6 or any comparable provision of foreign, state or local law ) ; 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 impliedobligation to indemnify any other person or as a result of any obligations under any agreements or arrangements with anyother person with respect to such amounts and including any liability for taxes of a predecessor entity