definiens: and means ( a ) any and all federal, provincial, regiona l, state, and local taxes, assessments, and other similar governmental charges, duties, impositions and liabilities in any countr y worldwide ( including estimated taxes ), including ta xes based upon or measured by gross receipts, incom e, profits, sales, use and occupation, and value - added, ad valorem, transfer, franchise, withholding, pay roll, recapture, employment, excise and property taxes, t ogether with all interest, penalties and additions imposed with respect to such amounts ; ( b ) any liability for the payment of any amounts of the type described i n clause ( a ) of this definition as a result of being a membe r of an affiliated, consolidated, combined or unita ry group for any period ; and ( c ) any liability for the payment o f any amounts of the type described in clause ( a ) o r ( b ) of this definition as a result of any express or implied ob ligation to indemnify any Third Party, as a result of being a transferee or successor, or as a result of any obli gations under any agreements or arrangements with a ny Third Party with respect to such amounts and including an y liability for taxes of a predecessor entity