definiens: shall mean all ( i ) Liabilities not specifically included in the Assumed Liabilities, ( ii ) Liabilities of Seller and its Affiliates arising out of, relating to or otherwise in respect of the Programs before the Closing, ( iii ) all other Liabilities of Seller and its Affiliates of any kind whatsoever that are not directly related to the Programs, and ( iv ) the following Liabilities : ( a ) all Liabilities in respect of any and all products of the Programs sold and/or services performed by Seller or any of its Affiliates before the Closing ; ( b ) all Liabilities arising out of, relating to or with respect to ( i ) the employment or performance of services, or termination of employment or services, of any individual by Seller or any of its Affiliates, ( ii ) workers ' compensation claims against Seller or any Affiliate of Seller or ( iii ) any Benefit Plan ; ( c ) all Liabilities in respect of a breach by or default of Seller occurring under Assumed Contracts with respect to any period prior to Closing ; 3 ( d ) all Liabilities under Assumed Contracts for payment of any amount, regardless of when invoiced, if and to the extent that such payment relates to the operation ofthe Programs prior to the Closing ; ( e ) all Liabilities in respect of any pending or threatened Action or any claim arising out of, relating to or otherwise in respect of ( i ) the Programs ( in which case only that portion of such Liabilities that relates exclusively to the operation of the Programs prior to the Closing and not operations thereafter shall be an Excluded Liability ), or ( ii ) any Excluded Asset ; ( t ) fees and expenses payable by Seller in accordance with Section 7.3 and all amounts required to be paid by Seller to any Third Party, other than a Governmental or Regulatory Authority, in connection with the Transfer to Purchaser of the Transferred Assets ; ( g ) all Taxes of Seller, except as otherwise expressly provided herein ; and ( h ) all Liabilities under the Excluded Contracts