definiens: shall not mean, refer to or include the following ( collectively, ): ( i ) all obligations and liabilities of Transferors under this Agreement or any other certificate, instrument or otheragreement entered into in connection with the transactions contemplated hereby ; ( ii ) any liability of Transferors for Taxes, including any liability arising from the operation of the Business on orprior to the Closing Date and any Transfer Taxes ( as defined below ) ; ( iii ) all accounting, consulting, finders, investment banking, legal and similar fees and expenses incurred byTransferors in connection with the negotiation of the Agreement, and the consummation of the transactions contemplatedhereby and thereby ; ( iv ) any liabilities or obligations of Transferors under any contracts, commitments, arrangements or agreementsother than the Assumed Contracts ; ( v ) any infringement or alleged infringement of any Intellectual Property Rights of any other Person, including butnot limited to the Transferor Intellectual Property, arising out of any action of Transferors on or prior to the Closing Date orany misappropriation or misuse of any Technology or any other right of another Person arising out of any action ofTransferors on or prior to Closing Date ; ( vi ) any liability of Transferors arising by reason of any violation or alleged violation of any judgment, order, decree, statute, law, rule of common law, code and regulations to the extent such liability results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing Date ; ( vii ) any liability of Transferors relating to any proceeding commenced or made by or on behalf of an employee orformer employee of Transferors arising out of or in connection with Transferors ’ conduct prior to the Closing Date or relatingto any employee benefit plan or employment practices of Transferors prior to the Closing Date ; and ( viii ) all obligations and liabilities, whether absolute or contingent, other than Assumed Liabilities