definiens: means ( i ) any and all federal, state, local and foreign taxes, assessments andother governmental charges, duties, impositions, levies, customs, tariffs and fees in the nature of a tax, including taxes based upon or measured by gross receipts, income, profits, gain, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, employment, alternative minimum, estimated, stamp, excise and property taxes as well as public imposts, fees and social security charges(including health, unemployment, workers ’ compensation and pension insurance ), together with all interest, penalties and additions imposed with respect to such amounts or such interest, penalties, or additions, and(ii ) any liability for the payment of any amounts of the type described in clause ( i ) as a result of any expressor implied obligation to indemnify any other person or as a result of any obligation under any agreement orarrangement to make any payment determined by reference to the Tax liability of a third party