definiens: means : ( i ) all Liabilities referable to the Business to the ex tent such liabilities have arisen or arise ( whether before or after the Effective Time ) as a r esult of an act, omission, fact, matter, circumstance or event undertaken, occurring, in exi stence or arising before the Effective Time, including all Liabilities in respec t of Tax of the Seller ’s Group ( other than the Flu Group Companies, for which the provisi ons of the Tax Indemnity shall apply ), other than any such Liabilities provided fo r or reflected in the Statement of Net Assets, the Accounts, the 2013 Carve Out Accounts, the Stub Period Carve Out Accounts or the Closing Statement but only to the e xtent so provided for or reflected ; ( ii ) all Liabilities referable to any business or asset not acquired by the Purchaser pursuant to this Agreement ; ( iii ) all Liabilities referable to the Seller ’s Group Ret ained Business ; ( iv ) all Liabilities which arise from the Reorganisation, 50 save, in the case of sub - Clauses ( i ) and ( iv ), for any issues in relation to Pension and Liabilities relating to Employees which are dealt with separate ly in Schedule 9