definiens: means ( a ) any and all federal, state, municipal, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including pension pla n contributions, unemployment insurance contributions and employment insurance contributions, worker ’s compensation and deductions at source, including ta xes based on or measured by gross receipts, income, 49 profits, sales, capital, use, occupation, goods and services, value added, ad valorem, transfer, franc hise, withholding, customs duties, payroll, recapture, em ployment, excise and property taxes, together with all interest, penalties, fines and additions imposed with respect to such amounts, ( b ) any liability for the payment of any amounts of the type described in ( a ) above as a res ult of any express or implied obligation to indemni fy any other Person or as a result of any obligations under any agreements or arrangements with any other Person wi th respect to such amounts and including any liability for Gov ernment Payments of a predecessor entity