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 health, unemployment andpension insurance ), together with all interest, penalties and additions imposed with respect to such amounts, ( ii ) any liability forthe payment of any amounts of the type described in the foregoing clause ( i ) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period and ( iii ) any liability for the payment of any amounts of the typedescribed in the clauses ( i ) or ( ii ) as a result of any express or implied obligation to indemnify any other person or as a result ofany obligation under any agreement or arrangement with any other person with respect to such amounts and including anyliability for taxes of a predecessor entity