definiens: means any and all liabilit ies and obligations of the Company and its Subsidia ries arising on or prior to the Closing Date ( and, with respect to the Retained Business and any of the Exc luded Assets, also arising after the Closing Date ( including, wit hout limitation, liabilities to any employees, offi cers, directors, managers, consultants and contractors of the Compan y or its Subsidiaries ) ) . For the avoidance of doubt, the Excluded Liabilities shall include, without limitat ion : ( a ) any liabilities to current and former employees of the Company and its Subsidiaries, and to employees of the Company following the Closing, and the beneficiaries thereof, during the period they are employed by the Company or any Subsidiary there of through the Closing ( and at all times following the Closing ), and any other liabilities arising und er ERISA or similar laws relating to employees, or relating to the benefit plans of the Company and it s Subsidiaries, through the Closing ( and at all tim es following the Closing ) ; 3 ( b ) all wages, compensation, termination or severan ce payments, or other remuneration and benefits of any kind earned through and following t he Closing, including, without limitation, unemployment or similar payments, owed or otherwise due to any current or former employee, officer, director, member, manager, consultant or independen t contractor of the Company or any Subsidiary, or any dependent or beneficiary thereof, as of the Clo sing ( and at all times following the Closing ), aris ing from or relating to their employment by, service to or separation from the Company or any Subsidiary, including : ( i ) bonus and payment s ; ( ii ) all vacation and sick pay ; ( iii ) payments, benefits and obligations relating to the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA ( or applicable state law ) ; and ( iv ) payments, benefits and obligations arising under th e WARN Act or any other similar law, as well as any liabilities arising from the failure to make any su ch payments or provide any such benefits ; ( c ) any liabilities of the Company or any of its Su bsidiaries arising or incurred in connection with the negotiation, preparation, investigation an d performance of this Agreement and the Related Documents, and the transactions contemplated hereby and thereby, including, without limitation, fees a nd expenses of counsel, accountants, consultants, advi sers and other professionals ; ( c ) any liabilities owed to any present or former e mployees or consultants, or to any other Person, including, without limitation, change of control pa yments, arising from the consummation of the transactions contemplated by this Agreement ; ( f ) any liabilities arising out of or relating to t hose certain legal actions set forth on Schedule 3.18 ; ( g ) Retained Tax Liabilities ; ( h ) Environmental Liabilities ; and ( i ) any indebtedness of the Company and its Subsidi aries