definiens: shall mean allLiabilities of Seller and all Liabilities arising out of or in connection with the Assets or the operation of theBusiness on or before the Closing Date or after the Closing Date but that arise out of or relate to anyLiability, Loss, breach, claim or other matter that occurred, vested or became effective on or prior to theClosing Date, in each case, other than the Assumed Liabilities, including, but not limited to : 7 ( i ) any Liability under any Assumed Contract that arises on or after the Closing Datebut that arises out of or relates to any breach, claim or other matter that occurred, vested or becameeffective on or prior to the Closing Date ; ( ii ) any Liability for the unpaid Taxes of the Seller ( including unpaid Taxes relating to orarising out of the Excluded Assets or the operation of Seller ), or Taxes or similar amounts that theSeller was required to withhold and deposit, including deferred income Taxes, with respect to anyperiod or any Taxes arising out of or relating to events which shall have occurred, or servicesperformed, or products sold, or the operation of the Business on or prior to the Closing Date or anyunpaid Transfer Taxes ; ( iii ) except for Buyer ’s express obligations under the terms of the Sublease, any Liabilityarising out of or relating to Seller ’s Leased Real Property and any Liability to the Landlord, includingany Liability due to any subletting of the Leased Real Property by Seller or otherwise arising inconnection with any party ( other than Buyer ) that subleases, uses or occupies, or at any time hassubleased, used or occupied, any part ( or all ) of the Leased Real Property ; ( iv ) any Liability ( including, for the avoidance of doubt, Taxes, if any ) for or under theBenefit Plans or relating to payroll, salary, bonuses, employee equity incentives or options, vacation, sick leave, workers ’ compensation, health care plans, or benefits or any other employee plans orbenefits of any kind for, or other amounts or other obligations owed to, or otherwise relating to, Seller ’s employees or former employees, current or former consultants or independent contractors ( orthose of any Affiliate of Seller ) in their capacities as current or former employees, independentcontractors or consultants of Seller ( or its Affiliates ), as the case may be, or any grievance, complaint or claim by any current or former employee, consultant or independent contractor of Seller(or its Affiliates ) or obligation to indemnify, reimburse or advance amounts to any current or formeremployee, consultant or independent contractor or agent of Seller or its Affiliates, in each case, whether arising before or after the Closing Date ; ( v ) subject to Seller ’s obligations pursuant to Section 6.2, any Liability arising out ofany Proceeding ( i ) to which Seller or any Affiliate of Seller is a party, ( ii ) relating to or arising inconnection with any Excluded Asset or Retained Liability or ( iii ) pending as of the Closing Date, orcommenced after the Closing Date and arising out of or relating to any occurrence or event happeningon or prior to the Closing Date ; ( vi ) any Liability of Seller under this Agreement or any other document executed inconnection with the Contemplated Transactions ; ( vii ) any Liability arising out of or relating to products, good or services manufactured, sold, delivered, distributed, licensed, sublicensed or rendered ( as the case may be ) by Seller or anyof its Affiliates at any time, including all 8 liabilities and obligations relating to any and all amounts held by Seller for refunds to customers orthat are subject to escheatment under applicable Legal Requirements ; ( viii ) any Liability arising out of or relating to any of the Excluded Assets ; ( ix ) any Liability of Seller to any shareholder or Affiliate ( including any director or officeror former director or officer of Seller ) or Related Person thereof, including any obligation to indemnify, reimburse or advance amounts to any such Person, any Liability to distribute to any of Seller'sshareholders or otherwise apply all or any part of the consideration received hereunder and anyLiability in respect of appraisal or similar rights of any shareholders of Seller in relation to or inconnection with the Contemplated Transactions or otherwise ; ( x ) any Liability arising out of or relating to any accounts payable of Seller or indicatedon any financial statements of Seller ; and ( xi ) any Liability of Seller based upon Seller ’s acts or omissions occurring before orafter the Closing Date, including any Liability arising out of or resulting from Seller ’s compliance ornoncompliance with any Environmental Laws ( including Orders or remedial obligations thereunder ) orLegal Requirements or Orders addressing worker or occupational health and safety