definiens: or, collectively,, means ( i ) any and all federal, state, local andforeign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon ormeasured by 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 additionsimposed with respect to such amounts ; ( 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 for any period ( including, without limitation, any liability under Treas . Reg . Section 1.1502 - 6 or any comparable provision of foreign, state or locallaw ) ; and ( iii ) any liability for the payment of any amounts of the type described in clause ( i ) or ( ii ) as a result of any expressor implied obligation to indemnify any other person or as a result of any obligations under any agreements or arrangementswith any other person with respect to such amounts and including any liability for taxes of a predecessor entity