definiens: means all Liabilities of Seller or any of its Affiliates other than the Assumed Liabilities, including ( a ) ( i ) Taxes of the Seller or any of its Affiliates for any Tax period, including Taxes relating to the PurchasedAssets or the Product Business attributable to periods ending on or prior to the Closing Date provided that TransferTaxes, Indirect Taxes and Apportioned Obligations shall be allocated between Buyer and Seller as provided inSection 5.9.2 hereof, and ( ii ) Taxes for which Seller or any of its Affiliates is liable by reason of being or having beenpart of a consolidated, combined, unitary or similar Tax group, or as a transferee or successor, or under any Contractor otherwise, ( b ) all Liabilities arising out of claims, including product liability or similar claims, of Third Parties inrespect of the marketing, promotion or sale of the Product or the Authorized Generic Product ( whether or notdefective ) prior to the Closing, or the use after the Closing of any Product or Authorized Generic Product sold prior tothe Closing, all Liabilities relating to any returns, rebates or chargebacks of any unit of Product or Authorized GenericProduct sold prior to Closing, and all Liabilities arising out of claims of Third Parties due to or relating to any recall ofany unit of Product or Authorized Generic Product sold prior to Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such recalled unit of Product or Authorized Generic Product ; ( c ) allLiabilities arising out of, resulting from, or relating to any Excluded Assets ; ( d ) all accrued receipts and AccountsPayable arising out of the operation or conduct of the Product Business prior to the Closing, provided that nothing inthis clause ( d ) affects any obligation hereunder to pay any Cure Costs ; ( e ) all indebtedness of Seller and its Affiliates;(f ) all Liabilities arising out of, resulting from, or relating to any unit of Product or Authorized Generic Product sold priorto the Closing or the Purchased Assets to the extent arising prior to the Closing ; ( g ) all Liabilities related to anyemployee or other service provider of Seller and its Affiliates ; ( h ) any Liabilities set forth on Schedule 1.1.2 ; ( i ) anyLiabilities in respect of Cure Costs in excess of the Cure Costs Cap