definiens: as used herein, shall mean any and all liabilities, debts, claims, obligations, taxes, expenses or damages, whether known or unknown, contingent or absolute, named or unnamed, disputed or undisputed, legal or equitable, determined or indeterminable, or liquidated or unliquidated ( any and all ofthe foregoing, ) that are not specifically Assumed Liabilities, including without limitation ( i ) any and allLiabilities relating to employee benefits or compensation arrangements existing as of the end of the day on theClosing, including, without limitation, any Liabilities under the Seller ’s employee benefit agreements, plans or otherarrangements or any payroll, bonus, severance or wages owed ; ( ii ) any and all Liabilities of the Seller for Taxes;(iii ) other than the Payables and warranty obligations or obligations under service contracts, in each case to the extentand only to the extent specifically assumed by the Purchaser under Section 3.1, any and all Liabilities that areassociated with or may arise or have arisen in connection with Products manufactured, distributed or sold by theSeller prior to the Closing ; ( iv ) warranty obligations with respect to Products manufactured, distributed or sold prior tothe Closing but only to the extent that Bridgemedica, LLC or another -8 - supplier of the Products does not directly pay for or bear the costs associated with the fulfillment of such warrantyobligations or does not reimburse the Purchaser in full for such costs within 60 days of Purchaser ’s request forpayment ( provided that if Purchaser subsequently is compensated by Bridgemedica for such warranty obligations itshall promptly reimburse Seller to the extent thereof ) ; ( v ) any and all Liabilities arising between the Seller and anydistributors of any of the Products ; ( vi ) the lease ( the ) of the premises at 420 Bedford Street, Suite 130,Lexington, MA 02420 ( the ) ; ( vii ) any and all brokers fees, commissions or bonuses payable to any thirdparty in connection with the entry into this Agreement or the consummation of the transactions contemplated hereby;and ( viii ) any and all Liabilities owing to any current or former employee(s ) of the Seller or any current or formermember(s ) or manager(s ) of the Seller