definiens: shall mean any and all liabilities or obligations ( whether known or unknown, absolute orcontingent, liquidated or unliquidated, due or to become due and accrued or unaccrued, and whether claims withrespect thereto are asserted before or after the Closing ) of the Seller which are not Assumed Liabilities, includingthose liabilities set forth on Schedule 1.3(a)(i ) - 30 -which are not otherwise listed on Schedule 1.3(a)(ii ) . The Retained Liabilities shall also include, without limitation, allliabilities and obligations of the Seller : ( a ) for income, transfer, sales, use or other Taxes arising in connection with the consummation of thetransactions contemplated by this Agreement ( including any income Taxes arising as a result of ( i ) the transfer by theSeller to the Buyer of the Acquired Assets, ( ii ) the Seller having an ( within the meaning ofTreasury Regulation § 1.1502 - 19 ) in the stock of any Subsidiary of the Seller, or ( iii ) the acceleration of anyintracompany items pursuant to Treasury Regulation § 1.1502 - 13 ) ) ; ( b ) for costs and expenses incurred in connection with this Agreement or the consummation of thetransactions contemplated by this Agreement ; ( c ) under this Agreement or the Ancillary Agreements ; ( d ) for any Taxes, including deferred taxes or taxes measured by income of the Seller earned prior to theClosing, any liabilities for federal or state income tax and FICA taxes of employees of the Seller which the Seller islegally obligated to withhold, any liabilities of the Seller for employer FICA and unemployment taxes incurred, and anyliabilities of the Seller for sales, use or excise taxes or customs and duties ; ( e ) under any agreements, contracts, leases or licenses which are listed on Schedule 1.1(b ) ; ( f ) arising prior to the Closing under the Assigned Contracts, and all liabilities for any breach, act or omissionby the Seller prior to the Closing under any Assigned Contract ; ( g ) for repair, replacement or return of products manufactured or sold prior to the Closing ; ( h ) arising out of events, conduct or conditions existing or occurring prior to the Closing that constitute aviolation of or non - compliance with any law, rule or regulation ( including Environmental Laws ), any judgment, decree ororder of any Governmental Entity, or any Permit or that give rise to liabilities or obligations with respect to Materials ofEnvironmental Concern ; ( i ) to pay severance benefits to any employee of the Seller whose employment is terminated ( or treated asterminated ) in connection with the consummation of the transactions contemplated by this Agreement, and allliabilities resulting from the termination of employment of employees of the Seller prior to the Closing that arose underany federal or state law or under any Employee Benefit Plan established or maintained by the Seller