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 : ( a ) any such Liabilities provided for or reflected in t he Statement of Net Assets, the Accounts, the 2013 Carve Out Accounts, the Stub Period Carve Out Accounts or taken into account for the purposes of the Post - Closing Adjustments but only, in each case, to the extent s o provided for therein or taken into account ; and ( b ) any Liabilities In The Nature of Working Capital ir respective of the extent provided for or reflected in the Closing Statement, provided that the Closing Statement has been drawn up and determined in accor dance with Clause 7 and Schedule 14 ; ( 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 ; and ( v ) all Liabilities arising out of the Community Econom ic Development Agreements of 18 July 2006 ( 2006 - 10 ) and 22 December 2010 ( Grant No