definiens: or, collectively, shall mean ( i ) any and all federal, state, local and foreign taxes, assessments and othergovernmental charges, duties, impositions and liabilities, 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 as well as public imposts, fees and social security charges ( including but not limited tohealth, unemployment and pension insurance ), together with all interest, penalties and additions imposed with respect to suchamounts, ( ii ) any liability for the payment of any amounts of the type described in the foregoing clause ( i ) as a result of beinga member of an affiliated, consolidated, combined or unitary group for any period, and ( iii ) any liability for the payment ofany amounts of the type described in the clauses ( i ) or ( ii ) as a result of any express or implied obligation to indemnify anyother Person or as a result of any obligation under any agreement or arrangement with any other Person with respect to suchamounts and including any liability for taxes of a predecessor entity