definiens: means the following liabilities and obligations, other than Excluded Liabilities : ( i ) allliabilities and obligations arising under or related to the Assets on or after the Closing ; ( ii ) all liabilities andobligations arising out of any Post - Closing Material Contract that is assigned to Parent or its designee after theClosing, on or after the assignment thereof to Parent pursuant to Section 6 ; ( iii ) all liabilities and obligations arisingout of any Post - Closing Material Contract prior to the earlier of ( A ) the assignment thereof to Parent or ( B ) the thirty - first ( 31st ) day following Closing, provided such obligation or liability does not arise from ( x ) the gross negligence, intentional misconduct, failure to comply with applicable law, rule, or regulation, or material breach of such Post - Closing Material Contract on the part of [COMPANY] or any Affiliate thereof or ( y ) any actions or omissions of [COMPANY] or anyAffiliate thereof that are in bad faith or otherwise materially inconsistent with any reasonable written direction ofBDSI with respect to such Post - Closing Material Contract ; and ( iv ) all liabilities and obligations for Taxes relating tothe Assets or the Assumed Liabilities for any taxable period ending after the Closing Date, in each case, to theextent that such liabilities and obligations are not the direct result of the acts or omissions of [COMPANY] or any Affiliatethereof prior to the Closing