definiens: and mean all federal, state and local taxes of any country, assessments and other governmental 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, stamp transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any legally binding agreements or arrangements with any other person with respect to such amounts and including any liability for the aforementioned taxes of a predecessor entity ( b ) Each of the returns, information statements or reports required to be filed with a Governmental Authority with respect to Taxes ( '' Tax Returns " ) by or on behalf of or with respect to Target or its Subsidiaries : ( i ) has been timely filed on or before the applicable due date ( including any extensions of such due date ), ( ii ) is true, correct and complete in all material respects, and ( iii ) has been prepared in all material respects in compliance with Applicable Laws