definiens: mean ( i ) all obligations, duties and liabilities of Seller under the Assumed Contracts continuing after the Closing Date which become due and payable or are required to be performed after the Closing Date, provided that Buyer is not assuming any liabilities under the Assumed Contracts for services, goods or any other benefit provided to Seller prior to the Closing Date for which payment becomes due after the Closing Date - I -(including, but not limited to obligations to pay third party service providers under the NIH Grants for amounts Buyer receives as reimbursement for pass through expenses from the government ) ; ( ii ) all liabilities to extent arising out of or relating to use or ownership of the Assets or the conduct of the Business but only to the extent they arise after the Closing ; ( iii ) all liabilities for taxes arising out or relating to the use, ownership, sale or lease of any of the Assets after the Closing, including all liabilities in respect of products of the Business sold / and or services of the Business performed by Buyer or its affiliates after Closing, and ( iv ) all liability for [ accrued vacation benefits lowed by Seller to the Hired Employees as of the Closing