definiens: or means ( i ) any and all federal, state, local and foreign taxes, assessments and other charges, duties, impositions and other non - contractual Liabilities to any Governmental Entity, including taxes 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 withall interest, penalties and additions imposed with respect to such amounts ; ( ii ) any Liability for the payment of anyamounts of the type described in clause ( i ) as a result of being a member of an affiliated, consolidated, combined orunitary group for any period ; 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 anyobligations under any agreements or arrangements with any other person with respect to such amounts and includingany Liability for taxes of a predecessor entity