definiens: means ( a ) all Liabilities of Seller and its Affil iates pursuant to the Purchased Regulatory Approvals ; ( b ) all Liab ilities of Seller or, if applicable, the applicable Affiliate of Seller, arising pursuant to the Purcha sed Contracts but, in the case of each of clauses ( a ) and ( b ), only to the extent attributable to circumstanc es arising after the Closing Date and excluding any Liabilities arising out of any breach by Seller or its applicable Affiliate under such Purchased Regul atory Approvals or Purchased Contracts ; ( c ) all Liabiliti es for or relating to Taxes with respect to the Pro duct Business or the Purchased Assets for any Post - Closi ng Tax Period ; ( d ) any binding purchase orders for Product ; and ( e ) any and all other Liabilities that arise out of or are related to the Product Busines s or the Purchased Assets attributable to circumstances aris ing after the Closing Date