definiens: shall mean any and all liabilities or obligations of Seller relating to orarising out of the following : ( a ) All obligations and liabilities relating to or arising out of the Excluded Assets ; ( b ) All liabilities relating to or arising out of the products of the DF ManufacturingBusiness to the extent manufactured and sold prior to the Closing or relating to finished goods not transferred toBuyer as part of the Closing ; ( c ) The Retained Law Suits ; ( d ) all obligations, liabilities and expenses relating to or arising out of any claim, lawsuitor other proceeding by current or former employees of Seller employed by Buyer to the extent that such claim, lawsuit or other proceeding is premised upon alleged or actual liabilities or obligations accrued or were incurredprior to the Closing Date or that are based upon or arise from any alleged or actual action or inaction or violation ofany law by Seller to the extent prior to the Closing Date