definiens: means allLiabilities of the Seller, other than Assumed Liabilities, including the following : all Liabilities relating to or arising out of the Excluded Assets;any and all Liabilities arising from Seller ’s ownership, use oroperation of the Purchased Assets or the Exploitation of the CVAC Products orthe Licensed Know - How on or before the Closing Date;all accounts payable, Taxes and other accrued expenses of Seller, any of Seller ’s Affiliates or any other Person ( whether direct or as a result ofsuccessor liability, transferee liability, joint and several liability or contractualliability ), except as expressly provided in this Agreement;all Encumbrances on the Purchased Assets, other than thePermitted Encumbrances;all Liabilities arising from accidents, occurrences, misconduct, negligence, breach of fiduciary duty or statements made or omitted to be made(including libelous or defamatory statements ) on or prior to the Closing Date, oras a result of any Action, whenever initiated, relating to any of the foregoing, including any such Liability for ( i ) infringement or misappropriation of anyIntellectual Property or any other rights of any Person ( including any right ofprivacy or publicity ) ; ( ii ) breach of product warranties ; ( iii ) injury, death, propertydamage or other losses arising with respect to or caused by any products orservices manufactured, made, designed, maintained, supported, developed, sold, licensed, marketed or otherwise distributed by the Seller, or themanufacture or design of such products ; or ( iv ) violations of any Law orGovernment Order;all Liabilities incurred in connection with shutting down, uninstallingand removing equipment not purchased by Purchaser;all Liabilities associated with any Contract that is not a TransferredContract;all Liabilities associated with any Contract that is a TransferredContract to the extent such Liabilities accrued, arose out of or related to events, facts or circumstances that occurred on or prior to the Closing Date;all Liabilities associated with debt, loans or credit facilities of Selleror any of its Affiliates owing to financial institutions;Seller ’s obligations under this Agreement ; andany Liabilities of Seller or any of its Affiliates arising or incurred inconnection with the negotiation, preparation, investigation and performance ofthis Agreement, the other Transaction Documents and the transactionscontemplated hereby and thereby, including, without limitation, fees andexpenses of counsel, accountants, consultants, advisors and others