definiens: means the following Liabili ties : ( a ) all Liabilities arising out of the prosecuti on, ownership, operation, maintenance, sale, lease or use of any Transferred Asset or any Produc t from and after the Closing ( and, for the avoidanc e of doubt, not arising from any condition in existence as of t he Closing ) ; ( b ) all Liabilities for which the Buyer agrees t o be liable hereunder or that are otherwise apportioned to the Buyer hereunder ; ( c ) the Liabilities set forth on Schedule 1.3(c ) ; and - 3 - ( d ) the Liabilities arising or required to be pe rformed under the Transferred Contracts from and after the Closing ; provided, however, that the Buyer shall not assume and shall have no obligation to perform or pay any Liabilities to the extent that s uch Liabilities relate to any breach of or default by the Seller or its Subsidiaries under any Transferred Contract whi ch occurred prior to the Closing