definiens: means all Liabilitie s of Sellers other than the Assumed Liabilities, wh ich, for avoidance of doubt, include, all Liabilities, a rising at any time, under or with respect to ( A ) an y Employee Plan, ( B ) any employee benefit plan that i s or has been maintained or contributed to by any Seller or any ERISA Affiliate, or the termination o r withdrawal from any such plan, ( C ) any current or former employees or agents of any Seller or any ERI SA Affiliate and their compensation and benefits, including any severance, retention, paid time off, vacation pay or similar payments due or that become payable in connection with this Agreement, ( D ) the employment or termination of employment of any Person by any Seller ; provided, that the Retained L iabilities shall not include any unused FSA balance transferred to Buyer at the Closing, and ( E ) bonus payments accrued through the Closing Date . By example and not by limitation, the term includes all Liabilities of Sellers for Government Rebates, Other Rebates, recalls and prod uct liability claims with respect to Products sold prior to Closing and any adverse events with respec t thereto . Retained Liabilities shall include ( x ) a ny Liability for Taxes arising as a result of or with respect to the Business or the Purchased Assets wit h respect to any taxable period or portion thereof en ding on or prior to the Closing Date ( for this purp ose, non - income Taxes imposed for a Straddle Period shal l be allocated in accordance with Section 8.18(a ) ), ( y ) any Liability for Taxes that will arise as a - 13 - result of the consummation of the transactions cont emplated by this Agreement, and ( z ) any Liability f or Taxes of any of the Sellers . Retained Liabilities s hall also include all Liabilities for Sellers ’ reta ined business, including, but not limited to, consulting fees directly and exclusively related to Sellers ’ creams certifications, and all Liabilities to Eurand incur red to satisfy minimum supply obligations to Eurand