definiens: or means, collectively : ( a ) any taxes, tariffs, duties, fees, premiums, ass essments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Authori ty, including all interest, penalties, fines, additions to tax or other additional amounts impose d by any Governmental Authority in respect thereof, and including those levied on, measured by, or referred to as, income, gross receipts, profit s, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value - added, excis e, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, educa tion and social security taxes, all surtaxes, all customs duties and import and export taxes, all lic ence and registration fees and all employment insurance, health insurance and other government pe nsion plan premiums or contributions ; and ( b ) any liability for the payment of any amounts of the type described in ( a ) as a result of any express or implied obligation to indemnify any othe r Person or as a result of any obligations under Confidential 63 CONFIDENTIAL any agreement or arrangements with any other Person with respect to such amounts, including any liability for Taxes of a predecessor entity