definiens: ( as defined in COBRA ) occurring with respect to those Plant Employees and their dependents that commence employment with Purchaser after the Closing ; ( g ) all accrued but unpaid vacation determined as of the Closing Date for those Plant Employees that accept employment offers from Purchaser ( the ) as set forth on SCHEDULE 3.1.17 of the Disclosure Schedule ; ( h ) the accrual for annual incentive bonus payments to Plant Employees participating in [COMPANY] Health 's management incentive program for fiscal year 2006 as reflected in the Closing Date Balance Sheet ; ( i ) all liabilities or obligations under Environmental Regulations applicable to the operations of the Plant or the land where the Plant is located, excluding only those liabilities directly resulting from Seller 's violation of Environmental Regulations during the Seller Operating Period ; and ( j ) any sales and transfer taxes and other governmental charges ( excluding any taxes or other governmental charges due and payable upon the income of Seller ) payable upon the sale or transfer of the Purchased Assets hereunder which are not paid to Seller as part of the Transaction Costs