definiens: or means ( i ) any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties and impositions, including taxesbased upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts ; ( ii ) any Liability for the payment of any amounts of thetype described in clause ( i ) as a result of being a member of an affiliated, consolidated, combined or unitary group forany period ; and ( iii ) any Liability for the payment of any amounts of the type described in clause ( i ) or ( ii ) as a result ofany express or implied obligation to indemnify any other person or as a result of any obligations under any agreementsor arrangements with any other person with respect to such amounts and including any Liability for taxes of apredecessor entity