definiens: means any and all Liabilities or obligations ( whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due and accrued or unaccrued, and whether claims with respect thereto are asserted before or after the Closing ) of the Seller which are not Assumed Liabilities . The Retained Liabilities shall include all Liabilities and obligations of the Seller ( other than Assumed Liabilities ): ( a ) for income, transfer, sales, use or other Tax arising in connection with the consummation of the transactions contemplated by this Agreement ( including any income due by the Company ( but not the Purchaser ) for Taxes arising as a result of the transfer by the Seller to the Purchaser of the Assets ) ; 10 ( b ) for ( i ) any Tax of the Seller, ( ii ) any Taxes related to the Assets that were incurred in or are attributable to any taxable period ( or portion thereot ) ending on or before the Closing Date, and ( iii ) any Tax of another Person for which the Seller is liable, including, but not limited to Tax for which the Seller is liable by reason of Treasury Regulations Section 1.1502 - 6 ( or any comparable or similar provision of federal, state, local or foreign Law ), being a transferee or successor, any contractual obligation or otherwise ; ( c ) under any agreements, contracts, leases or licenses which are not assigned to Purchaser under this Agreement and all agreements assigned to Purchaser with regard to work performed prior to the Closing ; ( d ) relating to any Excluded Asset ; ( e ) for any indebtedness of the Seller which is not an Assumed Liability, including any bank indebtedness, any indebtedness evidenced by promissory notes issued in respect of obligations owed to any Person employed by, or engaged as an independent contractor to, the Company and working capital lines of credit and all principal, interest, fees and other amounts payable with respect thereto ; ( t ) accruing or relating to the period prior to the Closing under the Contracts ; ( g ) arising out of the Seller 's operation or conduct of its Business or the sale of any product or performance of any service prior to the Closing ( Le ., the product or service has been delivered or invoiced to the customer prior to Closing ), including any customer or warranty claims arising out of any such product or service ( whether such claims arise before or after the Closing ) which can not be fulfilled or satisfied by providing a product or service by Newcorp provided that the normal cost of such service shall be paid by Seller to Purchaser if the service was represented by Seller to have been performed prior to Closing ; ( h ) arising out of events, conduct or conditions existing or occurring prior to the Closing that ( i ) constitute a violation of or non - compliance with any Law or any Permit or ( ii ) give rise to any liability under Environmental Law ; ( i ) payroll obligations accrued and unpaid as of the Closing and, except as provided in Section 7.4 ( d ) and except for accrued and unused ( or unpaid ) vacation, sick leave and other paid time off . as of the Closing that will be handled by Purchaser or provided herein ; G ) all expenses and obligations of Seller incurred before the Closing included within the defmition of Assumed Liabilities in Section 2.1 ( d ) ; 11 ( k ) all compensation expenses to employees and consultants shall be prorated through the Closing and Seller shall be obligated for those compensation expenses due through the Closing