definiens: means all Liabilities arising out of or relating to the Business or the Acquired Assets for periods from and after the Closing Date ; provided that ( a ) with respect to any Acquired Ass et ( i ) which is not a Scheduled Asset or ( ii ) is a Sch eduled Asset but not delivered to MSB as provided i n Section 6.1(a ), OTI shall retain all Liabilities ar ising out of or relating to such Acquired Asset unt il such Acquired Asset is delivered to MSB or its designee ( whether pursuant to Section 6.1(a ), 6.1(b ) or 6.3 ( d ), and ( b ) if OTI retains possession of any Non - Assignable Asset, OTI shall retain all Liabilities arising ou t of relating to such Non - Assignable Asset until such Non - Assigna ble Asset is delivered to MSB or its designee ( the ) . For clarity, Assumed Liabi lities shall not include any Excluded Liabilities