definiens: or shall mean : ( i ) any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including ta xes 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, together with all interest, penalties and additions imposed with respect to such amounts ; ( ii ) any liability for the payment of any amounts of the type described in clause ( i ) as a result of being or ceasing to be a member of an affiliated, consolidated, combined or unitary group for any period ( inc luding, without limitation, 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 implied obligation to indemnify any other Person or as a result of any obligations under any agreements or arrangements with any other Person with respect to such amounts and including any liability for taxes of a predecessor entity