definiens: means ( i ) any and all taxes, charges, fees, levies or other assessments, including income, grossreceipts, excise, real or personal property, sales, withholding, social security, occupation, use, service, service use, valueadded, license, net worth, payroll, franchise, transfer and recording taxes, fees and charges, imposed by any taxing authority(whether domestic or foreign, including any state, local or foreign government or any subdivision or taxing agency thereof(including a United States possession ) ) ; and such term shall include any interest, penalties or additional amounts attributableto, or imposed upon, or with respect to, any such taxes, charges, fees, levies or other assessments, ( ii ) in the case of theCompany or any of its Subsidiaries, liability for the payment of any amount of the type described in clause ( i ) as a result ofbeing or having been before the Closing Date a member of an affiliated, consolidated, combined or unitary group, or a partyto any agreement or arrangement, as a result of which liability of the Company or any of its Subsidiaries to a taxing authorityis determined or taken into account with reference to the activities of any other Person and ( iii ) liability of Company or any ofits Subsidiaries for the payment of any amount as a result of being party to any Tax Sharing Agreement or with respect to thepayment of any amount imposed on any person of the type described in ( i ) or ( ii ) as a result of any existing express or impliedagreement or arrangement ( including, but not limited to, an indemnification agreement or arrangement )