definiens: means any Liabilities that accrue after theClosing and arise from the ownership or use of the Transferred Assets by Buyer oromission by Buyer with respect to the Transferred Assets in each case after theClosing ; provided, however, that:1.12.1 Assumed Liabilities under the Assigned Contracts shall onlyinclude those Liabilities that arise after the Closing, including as a result of theownership, performance or omission by Buyer with respect to such AssignedContracts after the Closing, and are not due to any breach or default by Seller undersuch Assigned Contracts which occurred prior to the Closing ( including any that resultfrom or are triggered by the Closing, other than caused by a failure to obtain theconsent or provide the notice identified on Section 4.3 of the Disclosure Schedules);1.12.2 Assumed Liabilities shall not include Rebates [ * * * ] ; and1.12.3 Assumed Liabilities shall not include any Liability that resultsfrom a breach or failure of, or default under any representation, warranty, covenant, orother provision of this Agreement by Seller